The Starbase of the Dead
by Geriatric Yoda
Summary: S1E2: A remote scientific outpost. A seemingly-derelict spacecraft that holds a horrific secret that could endanger all life. A project gone horribly awry. With all hell breaking loose, do two mysterious stowaways hold the key to salvation?
1. Chapter One

**Author's Note: **For those of you that didn't spot it before, this is Episode Two of my Doctor Who season. The first, "The Gods' Plot" can be found on my profile, and takes the Doctor and Martha back to Ancient Egypt, and the reign of Rameses II! When the gods are made flesh and start to walk amongst the mortals, is all as it seems? And what ominous importance does the annual innundation of the Nile hold this year? Read it to find all that out, and more!

I own nothing in Doctor Who, nor of their characters that I use for the time being... certain characters that pop up later _will_ be my creation (not that anyone would want to use them).

Now, without further ado - onto the story...and the horror! Oh, the _horror....!_

**Chapter One**

Commander Samuel McCormack growled tersely under his breath, his hands twitching as he stopped himself instinctively reaching for a sheet of paper he knew wouldn't be there. That was just one of the many things that reminded the seasoned officer just how old her really was, having been alive during the mass transfer from paper to digital. That, and the conversion of ammunition from standard bullets to energy cells. It wasn't enough that he could no longer screw-up balls of paper to vent his frustration, now he couldn't even fire off a few rounds down at the range!

Oh, he _could_, but digital targets that merely registered hits instead of showing good, clean entries? It wasn't the same. It wasn't _right_.

And if that wasn't bad enough, the United Earth Forces refused to let him retire just yet, claiming his experience was too invaluable to 'just let go', but that his age was cause for concern. So they kept him in service, but shipped him off to head-up security in a bucket of a research station at the remotest sector of the whole blasted galaxy! It was enough to make anyone burst a blood vessel…

The _Schrödinger _was a scientific outpost with no signs of civilisation for lightyears in any direction, and calling it a 'bucket' was being kind; the station had fallen into disrepair almost a decade ago. Sure, UEF Command had sent a handful of engineers to tackles the problem with every scheduled supply shipment, but it had quickly become a case of too little, too late. The damage was just too great; the station's propulsion engines were one of the systems hit the worst, so not only could Command not sufficiently come to its aid, but the _Schrödinger_ could no longer come to Command. They were stuck there, dead in Space, just scientists and soldiers no longer fit for the frontlines.

On the positive side, Command hadn't turned a complete blind eye to the plight of the _Schrödinger._ As irate as he was, McCormack found some solace in the knowledge that his days on the station were numbered, that once the science-teams had successfully completed the tests on their latest military-funded venture the station was being officially decommissioned, and everyone reassigned. Well, not _everyone_. He was finally getting his retirement.

_Only a few more weeks, old man, a few more weeks. _Sighing heavily, McCormack swung in his chair until he faced his office's only window. It showed nothing more than the same canvas of stars it had for the last two years (ever since the station had stopped moving entirely), but he had long since seen past them and now used the dark view as nothing more than a means to observe his reflection.

"Damn it, Sam," he growled, pawing at the jowls on his face, "when did you get so _old_, huh? Whatever happened to that naïve, hazel-haired boy who swore he was eighteen? Is he still in there, somewhere, hiding behind all these wrinkles and scars? Poor son of a…"

His reverie was interrupted by the warbling trill of the station's comms. Swivelling back to his desk, McCormack quickly noted who was calling before flicking the receiver. "McCormack here, Hub. You better not be calling me about another meteor…"

There was no nervous laughter in response to his terse accusation, no emotion whatsoever. "Not this time, Commander," replied the voice of Hub calmly, its voice sounding from the officer's console-speakers and the room's at the same time, "of that I am quite certain. Unidentified vessel approaching, Sir – seventeen lightyears, and closing."

"You sure it's not just a lump of rock? I'm not putting this station on high alert again for another piece of space-stone."

"Like I said, Sir, quite certain. Unless, that is, there are meteors that exactly match the specifications of a _Challenger_-class vessel. Such a possibility is seventeen-million, three-hundred-thousand, and nine-hundred and sixty-four to one. So you may be correct, Commander."

"Damn machines," groused the Commander, leaning back in his seat. _HQ can barely keep our ration-dispensers from spouting sludge, yet they can maintain a smart-mouthed A.I.? And people accuse _me_ of mixing-up my priorities_… "Don't bother working on that sarcasm, Hub, you'll be scrapped soon enough."

"I sincerely doubt that, Commander. I not only manage every daily routine and function you and everyone else onboard rely upon to live, but I also house and process every bit of data you all feed me – I am the culmination of advanced programming, data-processing and memory-storage. Can you say the same for yourself, Sir?"

"_Damn machine_!" cursed McCormack again, knuckles whitening as he griped the sides of his desk. "You…mentioned _Challenger_ specs?" he asked through gritted teeth, struggling to regain his composure.

"It could just be a meteor…"

"Don't try it with me, Hub, or I swear I'll come up there and rewire you so bad you'll be good for little more than toasting my breakfast muffins!"

"I highly doubt you'd know where to start, Sir. With all due respect," the program added, almost mocking in its impassiveness.

"Did you, or did you _not_, mention the blasted _Challenger_ specs?!"

"Affirmative, Commander; the unidentified vessel matches the specifications of a _Challenger_-class science vessel. It is now ten lightyears and closing, with no effort to open communications."

"Hmm," UEF protocol was for a vessel to not only broadcast its details at all times, but to hail a station when on approach from a distance of twelve lightyears. If that wasn't worrying enough, _Challenger_-class vessels were little more than mobile science-stations that could be set-down on a planet's surface, immediately set to collect samples, monitor atmospherics, the works. The question was, what was a _Challenger_ doing coming to them? There was no planet closer to them than any other UEF station, so why it was coming to them – whether from or _to_ a project – was confusing. There was nothing out there for them…

"Eight lightyears, and closing," announced the echoing tones of the station's A.I.

"Open-up communications, Hub," ordered McCormack, leaning forward, elbows resting on the desk as he scowled at the readouts the A.I. was now providing him.

"Open-frequency communication established, Commander – but, Sir, you should be aware of new data."

"Oh?"

"Unidentified vessel has just entered within range of our working scanners –"

"_This heap has functioning scanners_?"

"It would appear so," confirmed Hub, not missing a beat, "however, maybe you will find their results even more alarming: there is only one life sign onboard."

"One person is operating that entire vessel?" repeated the Commander incredulously, "But _Challengers_ require a minimum skeleton crew of nine. Scan it again. Maybe your systems aren't as advanced as you like to think."

"The _Schrödinger's_ scanners are operating at one-hundred and ten percent efficiency, Commander," Hub answered curtly, the emotionless tones disregarding the seemingly blithe retort. "Perhaps the more logical assumption is that the unidentified _Challenger_ launched with an effectively larger crew, and that number has simply…_diminished _since then."

McCormack grimaced, and stroked his chin. "That's a pleasant thought. But, then why come here? There are a dozen other UEF stations based closer to any hospitable planet than this scrapheap… why come this far out of their way, especially if they're understaffed? You _are_ sure?" he added for clarification.

"Secondary scans are complete and confirm: there is only one life sign onboard. Unidentified vessel now at four lightyears, and closing…"

Sighing, McCormack leaned forward once again to flick the receiver on his station's console. "Starbase _Schrödinger_ to unidentified vessel, please state your name, purpose and situation, over?"

Empty silence met his demands, and the Commander found himself starting at his reflection for the second time in as many minutes, this time off the screen of his console. After several minutes of heavy, digital void, he growled, "Are you absolutely sure you left comms open, Hub?"

"Affirmative," the A.I. replied shortly, "the vessel is either deliberately not responding, or the single life form is not in a position to answer. By all means, try again..."

_Blasted A.I., I swear it's developing a vendetta against me_. "Starbase _Schrödinger_ to unidentified vessel, come in - state your name, purpose and situation, over! I must remind you that, under UEF protocol, I am dutifully bound to _fire_ upon any incoming unidentified craft!"

"That's lying by omission, isn't it Commander?" asked Hub moments after McCormack disconnected the communication.

"What are you on about? It _is_ protocol."

"Yes," conceded the computer program, "but you left out the fact that this station has zero weaponry. Aside from jettisoning waste at it, we're physically incapable of making an impact on the vessel. One lightyear, and closing: initiating automated docking procedures…"

"Now, hang about! I may not be able to carry-out my duties, but that's no cause to usurp my authority and just bring that thing inside!" the Commander was fuming, teeth gritted. "Give me _one_ good reason why I should just blindly allow that vessel to dock!"

"Certainly, Commander; in fact, I can list you four-hundred and seventy-three reasons. Reason One: scans indicate the unidentified vessel is running on the last reserves of fuel, and it would be easier to guide it in on its own propulsion than to drag in an inert vessel with our malfunctioning tractor beams. Reason Two: seeing as how the sole life sign has failed to answer our hails, there may be a fair chance they are injured or similarly incapacitated, therefore making it your duty to render all available assistance. Reason Three: the vessel likewise bears no weapons, so a hostile assault is fairly improbable. Reason Four –"

"Yes, yes, I get the point!" Fine," growled McCormack, drumming his fingers on his desk, "bring the damn thing aboard, Hub."

"It is already docked, as of sixteen seconds ago…"

"Damn it all…!" the Commander hammered a fist down on the button for internal communications. "Response and Aid Teams Alpha and Charlie, report to Docking Bay…" he paused , reading Hub's latest data, "Docking Bay Twelve, on the double. Response Teams, be prepared for anything – that means _armed_, people. Commander McCormack out."

"Armed?" repeated the Hub softly, "I take it you've read the latest short-range scan results?"

"Precisely," hissed McCormack, "are you sure they're accurate?"

"Completely," confirmed the A.I.

"Then, I don't know what's waiting for us down there," sighed the Commander as he rose and holstered his plasma handgun, "but I have a very bad feeling about all this…"

The new scans revealed one life sign…but over fifty separate motion sources…

**End of Chapter One**


	2. Chapter Two

**Chapter Two**

"Hey, Rockwell! You deaf, or something?!"

The raucous insult shook Corporal Jonathan Rockwell from his daydream spent staring out of the Response Team's viewport. He had been watching as the unidentified _Challenger_-class vessel approached the station and was brought in to dock, an ominous knot slowly twisting around in his guts. Something was off, here…

"We've been scrambled, Corporal!" barked the Sergeant, shouldering his standard-issue NRG Repeater Rifle. "Move it, move it, move it! I don't want to keep the Commander waiting all day!"

"Aye, Sir, I'd sure hate that," muttered Rockwell as he snatched up his own rifle from the rack, flickinfg it on to check it still held a full battery of ammunition. "Corporal Rockwell, good to go, Sir!"

"Anderson ready, Sir!"

"Mayfair, armed and dangerous!"

"Guildford, running hot!"

"Beaufort – oh, I'm good, baby…"

"Okay, okay!" snapped Sergeant Keller, gesturing sharply for his team to fall-in. "Quite the theatrics, people! Just a simple 'here' would've sufficed. Now, we're about to go and see just what Hub's dragged through the cat-flap _this_ time, but don't let the Commander's orders for arms got get you all excited, you hear? Safeties _on_, and hold your fire until expressly ordered otherwise. Are we clear?!"

"_**Oorah**_**!**" roared the team in unison.

"Okay," the Sergeant smiled grimly, opening the door to the hallway beyond, "then let's move out!"

Jonathan Rockwell fell-in at the rear, checking his firearm once more before leaving the room. The safety was on, but the fist clenching at his lungs told him it may not remain on for long…

**~*****~**

Four decks above, Doctor Ruri Utada had paused from the current run of tests to take in the readouts on the Hub's console situated in her lab with a puzzled expression. Usually, the events of the 'outside-world' (as she called the rest of the station when she secluded herself with her work – which was more often than she'd have liked) passed her by without a second thought, but this time was different, the factors piquing her curiosity.

"What on Earth is _that_ thing, Hub?" she enquired, pushing her half-rim glasses up as high as hey could go. Science had eliminated the need for spectacles decades ago, but she still kept hers for work as she firmly believed they were every bit a part of the scientist's uniform as the standard white lab coat she usually wore over her tight-fitting olive blouse. Right now, her eyes were narrowing behind the lenses as her fingers danced over the screen, pulling-up different data on the _Schrödinger's _latest acquisition. "A _Challenger_-class?" she added, answering her own question. "What's it doing so far out here…? Hub," she continued as a single string of data stood out from the rest, "you might want to re-scan the vessel for life signs."

"Thank you for your scientific advice Doctor Utada," replied the A.I. gently, "but the Commander has already had me run the scans numerous times, with zero variance in their results. There _is_ only one life sign aboard that vessel."

"But… what about all those motion sources?"

"I was rather hoping you could provide us with a hypothesis, Doctor. Is biology not one of your areas of expertise?" the computer's query was practically rhetorical; it had instant access to the personnel records of everyone serving onboard the station, herself included. It probably knew her personal history clearer than _she_ did. Regardless, it was right, and polite question deserved an answer.

"Yes, Hub," she sighed, crossing her arms over her chest, "it's one of my three majors. Theories, you say? Hmm," she paused for several long moments, head thrown back, eyes staring intently at the sterilised white ceiling, deep in thought. "It _could_ be possible we're dealing with brand-new life forms, beings whose genetic-makeup is so vastly different from anything we've encountered before that the scanners simply didn't register them as _known_ life signs."

"Solid theory, Doctor," commended the Hub, before adding, "now, before I forward that to the Commander and Response Teams, you should be made aware that the fifty-plus motion sources are being detected all over the ship, and not just the sections designated as specimen holding-cells on the _Challenger_ schematics. Any additional theories, based on this new information…?"

"One," answered the petite Asian scientist darkly, "but they're not going to like it."

"Regardless, Doctor, any theories that could aid the First Contact would be invaluable," assured the Hub, "now, that theory?"

"Well," Ruri took a deep breath, scarcely believing what she was about to propose, "if we _are_ looking at over fifty new life forms roaming freely on a ship that can hold a maximum-capacity of eighty, but which is only registering one, then that would lead me to deduce that we may be looking at carnivores, and that the crew…oh," her voice died in her throat as she struggled to fight back a vile gagging-reflex, but the _Schrödinger's_ A.I. was smart enough to finish the train of thought for her.

"So there is a high possibility that these new life forms – if that it is, indeed, what they are," it added, a gesture the scientist would've taken as kind-hearted reassurance from anyone else, but knew was little more than clarification of the facts to the Hub, "- these new life forms could very well have attacked and killed the crew. Thank you, Doctor Utada, you've been most helpful."

"Don't mention it," groaned Utada, visibly blanching upon hearing her own fears recited back to her. She remained where she was for several moments after the Hub had disconnected, staring numbly at the readouts that continued to repeat, over and over again, on the screen. Finally, she shook herself back into action, tapping hurriedly on the console.

"Doctor Ruri Utada to CivDorm 19-A," she stated aloud, vocally initiating a call. The screen shimmered momentarily before clearing to show her living room three decks above. Seconds later a young, chubby-faced girl darted into view to stare back at her, all smiles and sparkling eyes. "Hey, honey…"

"Mommy!" squealed the little girl excitedly, pressing her nose to the monitor, "Are you comin' home, Mommy? Huh? Are you comin' home now? Hub's a _borin'_ teacher…"

"No, Sheri," sighed her mother wistfully, "I'm afraid I can't come up just yet. Something new has come up."

"Aww – pozznuts!"

"_Language_, young lady!"

"Sorry, Mommy…Mommy, is this about the new ship? Hub ended-ed lessons early to bring it in, said it was of the oat-most imp-poor-tents!"

"Yes, dear, it is…and where's Kenny? Is he studying?" 'Kenny's real name was Kenshiro Junior, her eldest son, but Sheri still couldn't pronounce his full-name, and neither he nor their mother had yet found the time to teach it to her.

The eyes of the nine year-old lit-up with something that looked suspiciously like relief. "Oh, yeah! Yeah, Mommy, that's what Kenny's doin' – studyin'! Studyin' really, _really_ hard!"

"Good, good… listen, baby, you have to go and get Kenny to do something for me, okay? Get him to lock the door and not let anyone in except me, okay?" she raised a hand to the screen, her fingers brushing against the projection of her daughter's angelic features. "And, whatever you do, do _not_ go outside, okay?"

"Oh…okay…Mommy?"

"What, sweetheart?"

"Sheri told a whitie…"

Doctor Utada's heart skipped a beat, her mind racing to ominous conclusions: 'Whities' was their nickname for 'Little White Lies', and Ruri feared she knew what this particular 'Whitie' was. "What, baby? You can tell Mommy, I promise I won't be cross."

"Promise…?"

"Promise."

"…_Didn't want Kenny to get in trouble_…"

_Too late for that_, "It's okay, hun," he mother assured her, a sense of urgency creeping into her voice. "What is it?"

"Kenny's not studyin'," murmured Sheri, avoiding her mother's alarmed gaze, "Kenny went to in-vesty-gate the ship…"

"No…" planting a hand on the console for support, Doctor Utada's mind continued to race ahead; Kenshiro Jr. was thirteen, a budding spacecraft-spotter, and naturally curious for his age, sometimes leading him to doing reckless things like this. He'd want to get as close the unidentified _Challenger_-class vessel as possible, to be the first to identify it, and if that wasn't dangerous enough he'd find himself surrounded by soldiers with live weapons and a ship full of potentially killer life forms. If he wasn't terrified into hiding, chances were he'd stumble into a firefight. She had to get down there!

"Mommy's going to get Kenny back now, Sheri. Sit tight, okay?" she smiled, forcing bravery into her words for her daughter's sake.

"O-okay, Mommy…Buh-bye…"

"Hub!" snapped Ruri the moment her daughter's face flickered off the screen, "Lockdown my home, _now_! Don't let Sheri out of your sight!"

"Lockdown initiated, Doctor Utada," confirmed the A.I., "I shall maintain constant surveillance subroutines on your daughter at all times. You may be interested to know that Kenshiro Utada Junior was recently detected approaching Docking Bay Twelve. You should be made aware that Docking Bay Twelve is…"

"_Where you brought in the Challenger_ – yes, I know." _I'm coming, Kenny_! vowed Ruri silently as she shut-down her lab station, snatching up her white lab coat as she left the room. _Please, please_, please _don't let anything happen to my boy…I can't lose them both_!

**~*****~**

Kenshiro 'Kenny' Junior knew better than to try and enter the Docking Bay through the main door, figuring that the arrival of such a damaged _Challenger_ this far from any planet would've attracted the attention of the military Response Teams stationed on the _Schrödinger_ by now – he wouldn't get both feet in the bay before he was spotted by a grunt. But after a year stuck on the station with little else to do than explore, young Kenny had his ways around every obstacle.

Stopping just short of the corridor leading to Twelve's door, he crouched beside a steel grate and turned to the access panel, a mischievous gleam in his eye as he hurriedly tapped in the access-codes. A gleam that quickly faded when the panel emitted a flat '_blart_', denying him entry.

"What…?" his voice trailed off as the sharp mind of the thirteen year-old came to the correct conclusion. "_Hub_!" he snapped, his voice a low hiss, "You cracked pozzler! Did you change the maintenance access-codes."

"Indeed I did, young Master Utada," confirmed the station's A.I., its digital voice as loud as always as it sounded from the panel's speakers.

"Ssh!" the young boy clapped a hand over the speaker's grill. "Why would you do that?"

"If you were meant to have access, the new codes would now be in your inbox," answered the Hub, its voice now muffled. "This is as far as you go, Sir, and I must hasten to inform you that your mother is aware of your disappearance, and is coming to take you back to your CivDorm. She sounded quite distressed, so I would advise you to remain where you are."

"You ratting pozzler!" cursed Kenny, rummaging in his jean-pockets for something. Moments later he retrieved a small, cylindrical device, all chunky with a couple of buttons and dials dotted around, and with a single blue light on the end. "You should know better than that by now, Hub; I may no longer have the access-codes thanks to you, but _nothing_ stops my Stick-o-Matic. Observe…"

He pointed it at the access panel, pressing a button on the side of the Stick-o-Matic that caused it to emit a warbling whine, the single blue light bathing the panel in its luminance. Seconds later, the small screen on the panel flashed green, the steel grate clicking as it unlocked and slid silently aside. "Heh," he laughed triumphantly, twirling the Stick-o-Matic between his fingers like an ancient gunslinger.

"Young Master Utada, I must protest and report this –"

"_Ohh_, _no you don't_!" interjected Kenny, whipping the Stick-o-Matic back towards the panel, adjusting it slightly before activating it again. "This is not the boy you're looking for."

"E-e-e-e-error," stammered the Hub, "Memory Corruption: loss of last three minutes detected. Recovery – Impossible…if you require nothing more of me, Master Conway, I have important tasks to address."

"That's fine," drawled Kenny in his best 'old-man' impression, "don't let me keep you, Hub old-boy…"

Pocketing his Stick-o-Matic with a barely suppressed giggle, Kenny ducked down on to his hands and knees and scrambled into the maintenance shaft that connected the corridor to Docking Bay Twelve, the steel grate sliding back into place close behind him, its locking click reverberating along the shaft.

Low, golden ambience lights dotted the short stretch of the shaft, and young Kenny quickly scuttled along it, eyes set on another access panel at the far end. Unlike external panels, internal panels didn't require a code, as they were designed to let people out, not keep them _in_. It had obviously never occurred to their designers that some people – like himself – would still find ways to trespass, but he wasn't complaining.

Thumbing the screen, Kenny wriggled excitedly as the second grate clicked and slid open, revealing nothing but dim shadows beyond. Crawling out of the shaft, he quickly realised he was facing a towering stack of fuel containers that were simply blocking the light of the rest of the docking bay. Scrabbling to his feet, he tiptoed cautiously to the edge of the nearest stack and peeked around it.

Everyone seemed to already be gathered; two sets of Response and Aid teams were gathered at the base of the docked _Challenger_-class ship, with Commander 'McSnoremack' at their head, energy handgun at his side, tired eyes staring coldly at the vessel's sealed docking-ramp.

"Still no response, Hub?" he snapped, jaw jutting out angrily.

"Negative, Commander, but I can override the vessel's systems from her," replied the A.I., its voice now booming hollowly throughout the cavernous room.

_What's going on_? wondered Kenny, back pressed against the stack of containers. _Why is there no response from that ship? It looks pretty beat-up, maybe its communcations array is trashed…_?

"Okay, then," growled the Commander, rolling his head as he raised his gun, "open her up!"

"Stand clear," announced the Hub shortly as lights on either side of the ship's docking-ramp began to flash, "ramp locks disengaged – now lowering," it added as the ramp cracked open, battered hydraulics roaring in protest as it descended.

Once the edge of the ramp was at general eye-level, the rest of the armed Response teams snapped into offensive positions, NRG Repeater Rifles bared and ready to fire at a moment's notice, all eyes focused, unwavering, on the ship's shadowy interior as it came into view.

Nothing move from within, and before long the ramp crashed to the floor with a resounding _crack_ of metal on metal. For a long time nothing stirred, the armed soldiers statuesque, caution and unease set on their faces, and Kenny couldn't help but feel morbidly curious as to what could possibly have them all on-edge. He stepped cautiously out from his cover, sneaking closer to a container that came up to his chest. Crouching behind it, he peeked over the top, trying to get a better look inside the mysterious ship.

Without warning, the door out into the corridor snapped open, startling everyone present. Over two dozen energy weapons swung to the source of this new commotion to find Doctor Utada doubled-over, her raven-black hair fallen over her pretty, flushed features. _Mum_! groaned Kenny, shrinking back behind the container. _This just got ten-times worse! She'll skin me alive, for sure…_

"Damn it, Hub!" roared McCormack, signalling for the Response teams to turn back to the ramp with a wave of his hand, "_Warn_ us next time!"

"Apologies, Commander, I thought you might have more pressing issues at hand. Clearly I was mistaken…"

"Don't start with me now…!"

"Where's…Kenny?" gasped Doctor Utada, rising to her full height.

_Oh, boy, am I ever pozzed now_…

Before anyone could answer or Kenny could come out from his hiding-place, a loud crash sounded from within the docked-ship's loading compartment. As one, all weapons snapped to aim loosely on this noise from the shadows.

"Commander," the Hub spoke up again in the tense silence, "scans and motion-sensors correlate: the single life sign is now approaching the ramp. They are alone."

McCormack breathed a heavy sigh of relief. "At ease, men," he ordered, keeping his own weapon trained on the shadows. "Whoever that is in there, this is Commander McCormack of the UEF military – come out nice and slow..."

What emerged from the shadows was neither nice _nor_ slow; a middle-aged woman in a blood-spattered lab coat tore down the ramp as if the Devil were at her heels. Her face was ashen, a startling contrast to her fiery red hair, her green eyes pale, almost glazed in delirious fear.

"Seal it up!" she cried, he voice strained with a terrified sense of dire urgency that chilled Kenny's blood as the Response teams once again raised their guns to meet her. "For God's sake, seal it back up! You can't let them loose – _don't let them escape_!"

"What in the name Saturn's rings?" gasped McCormack as the woman stumbled to a halt before him. "It – it's okay, Ma'am, you're safe –"

"No, I'm not!" she snapped wildly, collapsing to her knees. "_None_ of us are until you seal the ship back up and jettison –" this time, it was the blood-soaked stranger who was interrupted, this time by a piercing, guttural scream from deep within the ship's shadows. "Oh, God," she gasped, "they're coming…seal it up! Seal it up_ now_!"

"You – You heard the woman, Hub!" roared McCormack, handgun sweeping from side to side as he tried to determine exactly where the hideous cry had originated. "Raise the damn ramp! Seal it back up, ASAP!"

"Confirmed," replied the A.I., the ramp's hydraulics groaning once again as it began to ascend, "ramp rising. Several motion-sources detected approaching the ramp. Caution is advised."

"Mum!" rising from his hiding-spot, Kenny waved his arms frantically, "Mum, I'm over here!"

Doctor Utada caught sight of her son, her worried face barely easing as she made to go to him, only to be blocked by a Response Team soldier.

"Sorry, Ma'am, but it's too dangerous to have you wandered about right now," he apologised firmly, "please stay where I can see you."

"But…what about my son?" snapped Doctor Utada, struggling to pass the soldier, "We can't just leave him alone over there!"

"All due respect, Ma'am, but none of us knew he was even there," he reminded her, "he'll be fine as long as he remains hidden."

Doctor Utada glowered at the soldier as she stepped back reluctantly, arms crossed. "Fine," she muttered finally, "Kenny!" she added, calling over to her son, "Go back behind the containers and stay put, son! Everything will be okay, just go back to where you were. We'll talk about this later…"

Nodding silently, Kenny scurried back behind the large fuel containers.

"Response Teams, keep your weapons trained!" the Commander ordered, holstering his own gun to render assistance to the distressed woman before him. "Anything moves, open fire. As for you," he snarled, grabbing the woman by her shoulder and lifting her forcibly to her feet, "just what the _hell_ is going on? If you're the only life sign aboard, then what the blazes was that?"

"It… it's not alive," sobbed the woman, her head stooped, tears falling. "None of them are…not…not anymore…"

The ramp had risen above all their heads when the blood-curdling roar sounded again, this time louder and closer. In less than a second, a ragged figure threw itself over the lip of the ramp, its momentum and the angle of its leap carrying it well over the heads of the Commander and his captive, bringing it to land with a wet thud amongst the gathered soldiers, who broke formation in their alarm, scrabbling for distance, rifles rounding on this new figure that was hunkering silently on the floor where it had landed.

The blood-spattered woman in McCormack's arms stared over his shoulder in wide-eyed horror. "No! _No_! Shoot it! Shoot it, quick! Before –"

Once again, she was cut off by a harrowing roar, this time followed by several more. Soldiers were panicking now, swinging their weapons from the crouched figure back to the ramp, which had frozen halfway through rising, where the screams had come from.

Within seconds, the sky above Commander McCormack was a blur with figure after figure as they leapt out of the ship at inhuman speeds, ravenous howls tearing through the air.

"Mum!" screamed Kenny in alarm, jumping to his feet despite her earlier instructions.

"Run, Kenny!" she cried back, stuck amidst the stumbling soldiers, "_Run_, baby!"

But the young boy couldn't move a muscle, his entire body frozen rigid at the sight of the terrifying scene before him.

"O-open fire!" gasped the Commander as he released the woman to take out his handgun again, aiming it at the nearest figure. "Open…"

His voice trailed off at the sight of what met his eyes; the figure across from him was human – or, at least, had once _been_ human. Its skin was a mottled orange, flesh peeling off or even completely missing in places. Blood was splashed all over its clothing, and smeared around its twitching mouth. Its eyes were bloodshot, pupils little more than piercing pinpoints. When it growled at him, its split and bleeding lips parted to reveal rows of sharpened teeth, pink, _human_ flesh caught in-between, vile green saliva frothing and spraying with each snarling breath. It was _definitely_ no longer human.

"Open fire!" he repeated, roaring this time despite being filled with dread. As if in response, the 'thing' that was staring right back at him open its shredded mouth wide and let out a long, feral roar.

The soldiers had to take a moment to switch their safety-catches off.

Most of them never stood a chance.

Tears brimming in his eyes as the air erupted in the ionized muzzle-flashes of what few weapons had been able to fire, Kenny Utada Jr. raced back to the access panel, Stick-o-Matic already in hand. As soon as the grate was open he threw himself inside, the grate closing behind him, barricading him from the horrors beyond.

Pressing his hands to his ears, Kenny tried to block out the sounds of his mother screaming as all hell broke loose in Docking Bay Twelve…

**End of Chapter Two**

**A/N:** _Loooong_ chapter this time! Longest of both my 'Who' stories! Yes, _both_ – "Starbase" is actually the second episode in my series. Episode One, "The Gods' Plot", is also available to read from my profile. Like the actual TV show, its not absolutely necessary for you to read "The Gods' Plot" to enjoy this story. But if you are enjoying "Starbase" and you can't wait for more, then by all means, please give it a read… you may just learn something about the mysterious future of the series!

Also, if you're loving "Starbase", then trust me when I say you haven't seen anything yet! Still to come – horro, suspense, action, mystery, revelations, twists and, of course, the 10th Doctor and Martha Jones! Yes, they're _finally_ making their appearance, so probably 'running!' should be added to that list, haha!

Thanks for reading, and please review and let me know what you think! Not only does each review boost my confidence when writing these stories, but they help me craft each following chapter to better entertain you, the readers and fans.

So, until next time!

Dave


	3. Chapter Three

**Chapter Three**

The interior of the TARDIS was calm and low-lit, the time-spacecraft enjoying a very-rare leisurely ride through the Time Vortex, with no set destination. Something that would change soon enough, though, of that its occupants were determined.

Martha Jones yawned and stretched in her seat as the Doctor pulled out a miniature desk from the side of the ship's console. "Didn't know you had that," she nodded at it, bemused. "Kinda looks like the ones you get on the back of coach and train seats. Got any sickbays while you're at it?"

"Storage cupboard," answered the Doctor with a grunt as he dragged out a large oaken chest, flipped it open and bent over to rifle through it, "three doors down on your right. Only got the one, mind; you need anymore than that and I'd have to say TARDIS-travel _probably_ isn't for you… now, where did I put it?" he murmured, bric-a-brac flying across the grilled floor of the console room as he rummaged feverishly through the chest.

"I was joking," grinned Martha, running a finger along the length of the small desk, "but thanks, anyway. Look, are you sure this is necessary, Doctor?"

"Absolutely!" he cried adamantly, a silken green scarf trailing through the air as he tossed it aside. "_Absolument_… I promised you a trip to the future, didn't I? But, seeing as how neither of us can agree on any given date, it's only sensible to allow complete and utter random chance dictate our destination."

"Oh, yeah," drawled his beautiful companion, "makes complete sense, that."

"Mock if you will – wait, how'd _this_ get in here?" his head poked up from above the chest's lid, his lively eyes squinted, bewildered, at a yellowing human skull he now held away from him in his left hand. "Huh," he shrugged after several seconds of silence, dropping it to the floor with a resounding _clang_, renewing his search in earnest, head dipping out of sigh once more. "Where was I…? Oh, yes – mock if you will, Martha Jones! I'll have you know this process has led to some of my most memorable adventures: the collapsing star of Villinixpreenos IV, the coronation of England's first android monarch, that whole rift-fiasco in the Medusa Cascade…"

"Okay," conceded Martha with a small smile, "but, seriously, games?"

"Hey, don't be so hard on games, Martha, they have high historical importance. I was there when Wild Bill Hickok drew the first '_Dead Man's Hand_' which, I don't need to tell you, didn't win him anything but a bullet to the back of the head. A tad unfair seeing as he only had a pair of three's, contrary to all historical accounts," he paused, trying to think of other examples, "uhm… oh, yes! 5127 AD! The year of the very first Intergalactic Olympic Games – well, the first your lot were invited to join, anyway. Helped Earth win the Hundred Metres," he paused again, although this turned out to be a more guilty silence, "'course, had to relinquish it, on account of Yours Truly not being the slightest bit Human. Almost got Earth eternally banned from the Games for that, but, ah, those were the days – Ah-_hah_!_ There_ you are, you little beauty!"

"Thanks, but I've been here all along," Martha joked.

The chest lid snapped down to reveal the Doctor in his trademark brown, pinstriped suit, one hand tucked behind his back. "What?" he asked, nose wrinkling and a sly smile playing on his lips as he sprung to his feet. "Nah, not you – huh, you apes are all the same, constantly fishing for compliments. No wonder solitary confinement drives most of you barmy, you probably start thinking your fingers are flirting with you…"

"Oi, cheeky!" she snapped, grinning broadly as he bounded around the chest and threw himself onto another seat across from her, his hand still hidden behind him. "So?" she asked, surrendering to his mind-games, "What is it, Doctor? What's this miraculous game that will help us settle on a destination?"

"Observe!" he beamed, handing coming from behind his back with all the flair and flourish of a Las Vegas illusionist to reveal a small, tattered cardboard box that Martha instantly recognised.

"Yahtzee?" she bit her lip to quell the rise of laughter that threatened to overwhelm her. "_Yahtzee_?!"

"Ey, now don't knock it 'til you've tried it," the Doctor looked crestfallen as he placed the dice game on the small desk between them.

"Sorry," Martha took a short breath to calm herself, "but you're serious about this, aren't you? The entire vastness of time and space open to you, and you're resorting to a board game for directions."

"Yes, I am," he retorted firmly, tipping the five dice out onto the table. "It's simply, really; we throw the dice, add-up their totals, multiply _that_ by a hundred, and then add _that_ number to your current year, and _voila_! We have our date, which could be anytime between the years 2907 and 7007. Not _that_ far into the future, I admit, but it'll do in a pinch…so," he tilted his head to Martha, fixing her with an expectant expression, "care to throw the dice?"

"How about I throw some, and you throw some?" she suggested, scooping up two of the dice into her palm, "That way it can be even _more_ random."

"That's the spirit, Martha!" he crowed, eagerly taking the remaining three dice. "On the count of three, okay? One… Two… _Three_!"

As if on cue, the TARDIS lurched violently without warning, the _vworping_ of its engines intensifying as it hurtled through the Time Vortex at breakneck speeds. Both travellers had already moved to throw their dice at this moment, the minute plastic cubes flying from their hands in all direction, some even hailing upon the other person.

"Ow! Ow! Ow!" shrieked Marth, flinching from the assault as she clung to the desk for dear life. "What's going on, Doctor?" she cried out as the Time Lord leapt to his feet and raced to the console's flight controls. "I thought you said you hadn't agreed upon a destination!"

"I haven't!" he roared over the blaring engine of his ship and the sharp explosions of sparks from the speeds it was straining to achieve. "The TARDIS has! I set her to auto-pilot whilst we settled our problem – she must've locked-on to a signal, or event in time, that's drawn her attention! It's not the first time this has happened," he scowled as he pulled a monitor round to face him, reading its display of seemingly random intricate circular patterns, "I just wished she'd give me more warning!"

"Well?" asked Martha as she rose to her feet and joined his side, trying valiantly to decipher the Gallifreyan language on the screen, and failing miserably. "Where are we going this time?"

The Doctor's eyes narrowed, and he ran a troubled hand through his mop of brown hair. "Well, we're still going to the future, but…well, that can't be right…"

"What?" she asked, getting a familiar sense of déjà vu, "What can't be?"

"The flight computer must be mis-calibrated , the coordinates… there's nothing there."

"Where, Doctor? Nothing _where_?"

"Oh, yes, sorry Martha! It's just that, well," he paused, reading the information one last time, hoping he'd misread it. His continued perplexed mood told her he hadn't. "It's just that, where the TARDIS is taking us is completely empty Space for light years and light years in all directions… It's like the Milton Keynes of the universe: there's nothing there, and I really don't want to go there if I can help it."

"A bit mean," she nudged him playfully, "but I guess I get the point? So, what could it be?"

"I can't say for sure since nothing's on any of my starcharts," he frowned as the display on the screen continued to roll past him, "but my best bet would be a spaceship or a station… or another stolen planet…"

"What?"

"Oh, nothing – long story," he muttered as he worked feverishly at the console's controls, making every effort to stabilize the TARDIS' tumultuous flight, using everything at hand. A rubber mallet came into use at one point. "Not as interesting as it sounds, believe me… Oh! Hang about, looks like she's slowing down."

Sure enough, the bellows-like instrument running up from the centre of the console slowed its 'breathing' to a calm rise and fall, the _vworping_ diminishing to a low hum before all was still and silent. The TARDIS, wherever it was, had landed.

"Where are we?" asked Martha, gazing to her Time Lord friend for reassurance, only to find the Doctor looking just as lost as she felt.

He looked up from the controls with an unhappy expression of reluctance on his face. "I don't know," he admitted darkly, not liking this apparent failure of communication between TARDIS and master. "But I know _when_ we are, that much I've managed to glean from her…"

"Oh? Do tell," she tried to sound even more curious and dependant on his information than she really was; she knew full well that the Doctor needed his ego stroked from time to time, just like any other man when his motor decided to take on a life of its own.

It seemed to work, the Doctor turning to her with a brilliant smile. "The year is 5707, Martha! Which, coincidentally, is the year we _would_ have arrived at anyway had we rolled a thirty-seven with those dice. But, I digress… now we know the year," he confirmed as he offered her his arm, "care to find out the destination…?"

She slipped her slender arm through his. "Don't mind if we do, Doctor," she smiled back, following him down the ramp to the ship's front door, that familiar sense of eagerness and curiosity of discovering what lay beyond creeping into her with every step.

The door creaked open the door teasingly, and almost immediately the Doctor and Martha were lost in a cloud of steam as it blasted out of a vent across from them.

"Oh, no," moaned the Doctor, pulling Martha back and slamming the door shut again, "that won't do at all! I'm not leaving the TARDIS in this blast-furnace of an engineering-level! Wait right here," he told her, slipping out of her hold, "and hold onto something. I'm taking us up!"

He dashed back to the console's flight controls, hands about to give them a spin. "Next floor: ladies-wear, garden tools and duvets!" he paused, frowning at his own peculiarity, "Which makes this the strangest department-store _ever_. Ah, well, here… we…go…!" he pulled the lever that usually snatched the TARDIS from one spot in Space to another, but received nothing more than a stubborn warble from the monitor this time around.

"_What_?" he exclaimed incredulously, hands once again clawing at his hair, "Why ever not? Why won't you just move a few decks up?" he asked as he fiddled with impatient force. Another loud, indignant warble.

"I'm sorry, I'm sorry… please?" A third desperate pull of the lever. A third, adamant warble – the TARDIS was staying put. "Fine," groused the Doctor, throwing up his arms in despair, "have it your way! I dunno," he sighed as he stalked back down the ramp to Martha, hands now buried firmly in his pockets, "sometimes I wonder who's getting older, her or me…"

"I'm sure she knows what she's doing," Martha assured him, throwing an arm over his shoulder.

"Martha, she's just catapulted us across Time and Space to the most remotest part of the universe and planted herself in a _blast-furnace_," he retorted, shaking off her attempts to cheer him up, "I'm not so sure she's running at one-hundred percent…"

Martha was hurt by this swift rejection, but quickly realised the Doctor's mind was firmly on other pressing matters. Even so, she wasn't about to give up. "You said the TARDIS had been on auto-pilot, when it suddenly shot over her because something caught her attention?" she reminded him.

"Yeah," he nodded, hand hovering over the front-door's handle, "'least, that's what she _believes_…"

"Well, shouldn't we get out there and find out what the big fuss is all about?"

_That_ did the trick, visibly shaking the Doctor from his dark, contemplative stupor until he was breaking out in smiles again. "You're absolutely right, Miss Jones!" he threw open the door with a flourish of renewed excitement, "Let's see what's going on around here…"

"After you, " she giggled as he strode directly into another blast of steam that blew his hair back and fluttered his suit jacket, "watch your step, now."

Coughing , he turned to her with an embarrassed grin as he sorted his hair and clothes out. "Ahem, yes," he murmured, "gotta be careful about these vents. Let's hurry, hmm…?"

Nodding, Martha stepped out the TARDIS, closing the door firmly behind her. The Doctor leaned over to lock it before offering her his arm once again. She took it, and he led her down the dimly-lit corridors, which were all pipes, vents and hissing hydraulics.

"So, know where we are yet?" she asked over the constant background noise of steam belching out of every possible nook and crack.

"Well, yes _and_ no!" he shouted back, "Or, to be exact, I half do – we're on a starbase!"

"_This_ is a space station? "repeated Martha in disbelief.

The Doctor shook his head, "No, I said it was a starbase."

"Oh, totally different, are they?"

"Totally and utterly," he nodded, his head tilting to the side as he reconsidered, "well, in practical terms, anyway. See, a space station is massive, with hundreds of decks and able to support an entire colony, military barracks, business enterprises, holiday resorts – _all_ that, at the same time. Amazing constructs," he commented wistfully.

"Now, starbases tend to be far smaller, almost like the space station's midget brother. They'll have a deck-listing in the tens, _maybe_ pushing over a hundred if they're lucky. And they tend to focus on just one small purpose; a single business venture, scientific project, space motel, that sort of thing. Question is," he added, looking around at the spiders-web pipes, tubing and loose-wiring for some vital clue, "which kind of base are we on…? Ah-ha!"

"We're on their intergalactic tourbus?" joked Martha as the Doctor darted to one side, "I thought you said this was the year 5707? They were getting on a bit back in _my_ time, but now…?"

"Not 'Ah-Ha, the band!', silly! 'Ah-_ha_, here's an access panel!'" he grinned, whipping out his sonic screwdriver and adjusting its settings. Pointing it at a small, aqua-blue screen set into the wall, he added, "Soon find out where we are!"

"Great…"

"_There_ we go!" he crowed, hopping victoriously from foot to foot, "Oh, I'm good... Let's see now, we're on Engineering Level Two!"

"Oh, really?" growled Martha as she mopped her dripping brow. "An Engineering Level? Are you sure, Doctor? And here was me thinking we'd stumbled into a walkthrough sauna…"

"Patience, grasshopper, I was getting to the rest of it," the Doctor chided her, the sonic whirring in his hand. "I was _going _to say Engineering Level Two of Starbase _Schrödinger_. It's a scientific research station – told you it probably would be!"

"Congratulations on your astute deduction, Sir."

The Doctor blinked several times, turning slowly to Martha. "That… That _wasn't_ you, was it, Martha?" he asked, only to see she was every bit surprised by this new voice as he was.

"No, it was not the female," confirmed the new voice, speaking from nowhere and everywhere at once.

"Then who exactly am I speaking to?" asked the Doctor curiously.

"I am the Hub of this facility," it replied.

This meant nothing to Martha, so she was even more surprised when the Doctor jumped back with an overjoyed whoop, his eyes sparkling. "A _Hub_, Martha!" he breathed, "Amazing…"

"Erm, don't all facilities have a hub, Doctor?" she asked hesitantly, still failing to see the cause for his excitement.

"Nah – well, yeah as in a hub in the centre," he conceded quickly, "that's the kind of hub you're thinking of, isn't it? But this, Martha, _this_…is _the_ Hub."

"Oh, so now we're talking 'hub' with a capital 'H', then? Wait…" she looked to the panel and its speaker the Hub's mysterious voice had come from, and back to the Doctor. "So, that's not just someone on a radio? Is it a computer? An A.I.?"

"Oh, well_ done_, Martha Jones!" he beamed, impressed, "You're brilliant, and absolutely right, you clever young thing! The Hub line of Artificial Intelligence programs were huge back in the early fifty-second century, and with very good reason; they were the pinnacle of the time's current technological advances, surpassing every other design its creator's competition could come up with by astonishing leaps and bounds. Imagine having an Xbox 360 whilst everyone else was stuck with the SNES," he added for comparison before continuing. "For centuries, nothing else could come close to the Hub, and most of the competition simply gave-up and liquidated their assets. But the Hub's creators became too complacent with their superior piece of kit, increasing the prices and decreasing the vital program-updates. In fact, it was round about this time that they themselves closed their business for some unknown reason, although rumours are everywhere – some say they had to shut down for legal reasons, others simply because of lack of revenue. One thing's for sure, they left behind only a handful of operational Hubs as their legacy. Which must make you something of a collector's item!" he piped-up, addressing the A.I. itself.

"I would not know," replied the Hub from speakers set into the ceiling above their heads as they continued to walk down the corridors. "I am the sole property of the United Earth Forces. Therefore, I must hasten to inform you that you are trespassing onboard UEF property…"

Its voice trailed off, leaving the Doctor looking around expectantly waiting for it to finish. "And?" he asked finally when he could wait no longer, crossing his arms boldly over his chest, "Aren't you going to inform the military onboard of our trespass and have them apprehend us?"

"You're actually _baiting_ it?" asked Martha dubiously, but he just winked cheekily at her as the A.I. spoke up once again.

"That is not currently possible," it answered slowly, "all Response Teams are currently predisposed with a Level One situation of the utmost importance."

"And just what might that be?" the Doctor enquired lowly, _that_ age-old feeling of coincidence settling into his guts. "We just happen to be trespassing at the same time your armed forces can't respond? What are the chances?" he added in a low whisper to Martha, "Must really be important, this Level One situation… go on, you can tell me," he beamed to nowhere in particular, his head rolling about the place in the hopes of catching a camera. "_Now I know what the Churchill dog feels like_," he muttered wryly to her.

"Negative," replied the hub flatly, "that information is highly classified."

"That's the one problem with A.I.s," the Doctor muttered, turning aside to address Martha, "you can't use psychic paper on them. Guess I'll have to get creative…"

"I wouldn't attempt any tricks, Sir," interjected the Hub sharply, "any attempts to access my core programming or confidential information is a federal offence, and you've already got trespassing to your name. I would advise against increasing your charges."

"Cheek," the Doctor pouted, eyes darting all around him for any signs of audio-receivers, "ears like a bat, this one… Well, can you at least tell me how long it is estimated until one of your Response Teams can see to us?"

"Affirmative: the current situation has been in progress for the last four hours. Regretfully, there is no sign of it resolving for the time being."

"Oh," the Doctor scowled and Martha could see in his face that things were adding up in ways he wished they didn't. "Oh, well, it's been great talking to you – a _Hub_! I still can't believe it – but we'll just be going now…" he took Martha's hand and turned on his heel.

Less than a feet away, the corridor vanished as a steel barricade slammed down with an echoing _boom_, blocking the two travellers from the TARDIS.

"I'm sorry," the Hub replied softly, "but I'm afraid I can't let you do that…"

**End of Chapter Three**


	4. Chapter Four

**Chapter Four**

"Aww, no, no, no, no, _no_!" the sonic screwdriver was out in a flash, squealing as it skirted all four corners of the steel barricade, the Doctor's anguish mirrored in its surface. "Deadlocked," he groused, pocketing the device as he turned to Martha, "it's not good, we're not going back that way any time soon. You're a bit on edge, aren't you?" he piped-up, addressing the Hub this time. "A bit _tense_, hmmm? You really didn't need to do that, you know."

"The unidentified vessel has been quarantined and impounded," replied the Hub flatly. "If it is deemed a threat it will be incinerated."

"You can't do that!" Martha started, slamming a fist against the steel barricade. "Doctor, the TARDIS…!"

"Will be _fine_, Martha," he assured her, placing his hand on her trembling arm to calm her. "It may look like it's made of wood on the outside, but the ship has forcefields coming out the wazoo, and can withstand temperatures exceeding ten billion degrees – although I never really found out if that was degrees Celsius or Fahrenheit. Not that it really matters, seeing as they're both pretty high. Still, would be good to know… need to make a note…"

"_Doctor_!" hissed Martha, elbowing him sharply.

"Ow!" he nursed his aching ribs, "Sorry, yes, babbling is bad, right – stop it now, Doctor… Hub!" he called again, crossing his arms sharply as if admonishing a naughty child. "Just what kind of game are you playing, hmm? Now, impounding an unidentified vessel I can understand, but this? Seriously? Placing us under arrest all by yourself, and not alerting the authorities? Surely you can't expect us to just sit here for ever and a day like a couple of house-trained puppies, so I'm assuming you have a plan?"

"I shall escort you to the nearest base of operations," answered the voice of the computer evenly. "There, you shall meet with the Commander and face his judgement. Please follow my directions."

"Yeah, right!" snapped Martha, "You really think we'll just follow you blindly? What's to stop us wondering off?"

The Doctor cocked his head back towards the steel barricade. "_They_ are – every section of every corridor of _every deck_ is fitted with these barricades in case of emergencies. Quarantines, insurgency, hull breaches – you name it, Martha. And every single one of them is controlled by… guess who?"

"The Hub," growled his companion, sagging heavily under the news.

"Exactamundo – _I have got to stop saying that_!" he chided himself with a pained expression. "It just sounds… terrible, ugh. But, yes Martha, you're right. Effectively, the Hub can dictate every inch of our journey. Of course, the same rule applies if it decides to just box us in and vent out all the oxygen, so let's not give it a reason, okay? We're very much its prisoners, I'm afraid…"

With that, the Doctor took off down the tubing-strewn corridor, Martha stumbling through the steam behind him, the Hub guiding them with nothing more than a flat 'This way' or 'Turn here' at the appropriate times, the orders often accompanied by arrows displayed on nearby access panel screens.

"You know," the Doctor piped-up again after some time, "you really don't need to treat us like dangerous prisoners, we're completely harmless. We're just travellers."

"Travellers that carry sonic devices," retorted the Hub.

"Oi!" the Time Lord sounded offended as he fished out the item in question. "You mean this little thing? It's just a screwdriver, this, nothing dangerous. Not like one of those flaming sonic 'squareness' guns – huh, and you don't want to get me started on those. Every time I think of them I get a craving for bananas. You wouldn't happen to have any onboard, would you – oh, look, there I go again!"

"A sonic screwdriver is still dangerous in the right hands," stated the station's A.I.

"Well, can't argue there," he grinned sheepishly, pocketing the sonic once again, "blinded a couple of Daleks in my time with this beauty. Although maybe that counts as self-defence. What do you think, Martha?"

"Oh, yeah, definitely."

"But, yeah, we see your point. We're harmless though, I swear," He grinned again. "Just travellers, that's us."

"Correction: you are stowaways, and stowaways must be apprehended by the authorities," the Hub was adamant and, if Martha wasn't mistaken, sounded slightly haughty. But that couldn't be right, surely? Artificial Intelligence didn't include emotions, did they? _What do I know_? she sighed, _It's not like I'm the expert on 58__th__ Century tech…_

"Right now, I _am_ the highest authority and you will obey me," now it sounded like a dictator, which chilled her even deeper to her core. She looked to the Doctor and was slightly relieved to see a similar look of unease and suspicion written on his face. "Halt," snapped the computer suddenly, its two captives stumbling to s standstill. "Large motion source detected down corridor E2-AF. Calculating alternate route…"

"Oh, don't change you plans on our account," the Doctor smiled thinly at Martha and took a bold step forward, "I thought that's what you wanted, wasn't it? For us to meet someone you could hand us over to. So! Let's go an say 'hello', shall we?"

"You will remain where you are," instructed the Hub firmly. "Sealing Barricade E2-AE/F Convergence…"

The Doctor was faster, sonic screwdriver in hand, pointing it at the access panel. A short, intense whine caused the machine to flash red, stopping the barricade a quarter of the way down. "_Not_ so fast, Holly. Let's not be rude…"

Without another word the Doctor bounded forwards, rounding the corner with a cautious, friendly wave. "Hello…? Oh, hello!" he repeated when he spotted a figure leaning against the pipes thirty feet ahead of him, mostly obscured by the steam. "I'm the Doctor! My friend and I stumbled onto this station purely by accident," there was a faint clatter as the figure staggered to its feet and turned to face him as he continued. "Your Hub has apprehended us, and is looking to hand us over to the authorities, would that be you? Please say it is because, between you and me, it ain't half getting a bit bossy…"

A low, rumbling growl grew from the figure as it increased its shambling pace, the steam clearing slightly to reveal sickly cracked orange skin and bloody, tattered clothes.

"On second thoughts, maybe I'd be better off with the computer, airs and graces aside," he laughed nervously with a frown, taking an uneasy step back as the figure continued its approach. "Awfully sorry to have bothered you – _bye_!"

He turned tail and darted back up the corridor, the growls becoming roars as the figure gave chase. Snapping around the corner, he startled Martha as he clattered to a halt. Rounding on his heel, he held the sonic screwdriver once again straight out before him, aiming it at the access panel. This time it simply exploded in a fountain of sparks, the steel barricade crashing down with a 'bang' just as the figure rounded the corner before them. Breathing heavily, the Doctor turned to Martha, sonic still in hand.

"Met the locals," he scowled, barely flinching when the figure started clawing and hammering against the other side of the barricade. "Not all that friendly, and either they've got the worst tanning technology I've ever seen, or something's not right."

"You were instructed not to deviate from my specified routes," the Hub reminded him flatly. "I tried to avoid this encounter. For your own safety."

"Yeah, well, maybe if you'd be more open with us, I'd know _why_ we're avoiding these – these _whatever_ they are," the Doctor retorted sourly. "So, explain away. What exactly are those… wait," his eyes narrowed sharply, "wait, wait, wait, wait, wait!"

"Doctor?" his companion looked at him, confused. "Doctor, what is it? What was wrong with that man…?"

"One moment, Martha," he pinched his brow, thinking back hard, "what was it you said… ah, _yes_! Hub! When you spotted that person, you said you had detected a 'large motion source,' and not a life sign. Why was that, Hub?"

"Maybe he was generalising?" offered Martha, although equally curious. "Almost everything that's alive moves, doesn't it?"

"Yeah, but an advanced A.I. like the Hub doesn't _make_ generalisations," he replied, pocketing his screwdriver, "it's far too scrupulous for such things, oh no. Has to be precise, each and every single time, says what it means and means what it says, that sorta thing. So, I ask you again, Hub – why _did_ you call that man out there a motion source, and not a life sign?"

Again, the A.I. was silent for some time, the hammering on the barricade startling Martha with every impact. Finally, it spoke up. "Secondary route acquired. You will continue to follow my instructions," it informed them, "and no more deviations this time. About-turn…"

"Guess us prisoners don't get the luxury of having question-time," huffed the Doctor, taking Martha's arm as he began back-tracking according to the Hub's orders, "so that leaves us to figure things out solo, as per usual. Good thing for us I'm a genius," he winked.

"I'm supposed to take that as a compliment, am I?"

"Oh, sorry, Martha. You're smart and everything but, y'know, Time Lord," he grinned, pointing to himself.

"I'm suddenly overwhelmed with relief," was her sly retort.

"So you should be, Martha Jones!" he shot back with a cheeky grin, "Millions of people would give their left ear to have a Time Lord by their side! Van Gogh _did_, poor chap. Poor Vincent…wonder if I'll ever see him again…?"

"Turn right, and halt at the elevator," the Hub instructed them sharply, "I am summoning it now."

"Aye-aye," quipped the Doctor as he dug his hands into his pockets, deep in thought. "But seriously, Martha, this machine's choice of words troubles me."

"What do you think it meant?"

"Whatever it meant, it can't have been good," he scowled at his companion's shared unease. "_That's_ what troubles me."

As it turned out, they didn't have long to wait for the elevator, its doors sliding open almost the instant they stopped beside them. "Enter," commanded the Hub as the lights in the elevator compartment flickered on, "but touch nothing. I will direct the elevator to the desired level…"

"Of course you will," snorted Martha as she shuffled in behind the Doctor. "Wouldn't want your prisoners to think they still maintained an ounce of their free-will, now would we?"

"Must take all the fun out of omnipotence," commented the Doctor wryly.

The doors clicked shut and the elevator began to rise. "You have already proven yourself to be one to go against instructions, Doctor," the Hub spoke up in the empty silence that followed, "and you have added two counts of criminal damage to your list of charges…"

"Well, if you'd just explained things a bit more clearly, maybe he wouldn't have tried to get his answers from someone else!" snapped Martha.

"You tell it, Martha!" crowed the Doctor, "_That'll_ teach it for having rubbish elevator music!"

"I'm not answering your questions," the Hub retorted firmly, almost sounding like a stubborn child.

"Won't, or can't?"

"Won't – "

"Ah-_ha_! _Answered _that_ one, didn't you_!"

" – _Not _until you have been cleared by the Commander," the Hub finished, completely ignoring the Doctor's jibe.

Several seconds passed in heavy, awkward silence before Martha finally asked, "So, this Commander of yours. What _can_ you tell us about him?"

"Commander McCormack is the head of all military and security operations on the _Schröedinger_. He is leading the survivors."

"_Survivors_…?"

The Doctor's anxious query trailed off as the elevator jolted to a halt and the doors slid open to reveal a row of bloodied soldiers staring at them down the barrels of futuristic-looking rifles. An older, grizzled man stood at their centre, a handgun aimed directly at the Doctor.

"Ah," the Doctor took a deep breath as he locked eyes on the man, "_you_ must be Commander McCormack."

"And _you_ must be the stowaways the Hub warned us about," growled the old man in return. He flicked the safety on his handgun, shifting the aim to bear between the Doctor's eyes. "Now, give me _one_ good reason why I shouldn't shoot you where you stand…"

**End of Chapter Four**


	5. Chapter Five

**Chapter Five**

"One good reason?" the Doctor retorted blithely, grinning like a maniac in the face of certain death. "I can give you several! One, I'm hazarding that what with the Hub's mention of the word 'survivors', you're the only people left on this station that don't look like you've been nuclear-tangoed, and could therefore use all the help you can get. Two, my friend and I are _very_ good in situations like these: doom, death and destruction – we positively thrive in battling the troublesome three D's. Three, you just flicked the handgun's safety back on, so either you're bluffing, forgetful, or out of ammunition. Four, I'm the Doctor – hello!"

The group of soldiers simply stood there in bewildered silence, the grip on their weapons faltering as if they weren't sure whether to lower them or not, each of them looking to Commander McCormack for guidance. The old man continued to glower at the Doctor for several seconds before whipping his gun up with a terse growl. "You're worse than the Hub," he seethed. "Follow me…"

"Hey!" the Doctor crossed his arms defensively as he and Martha were led down a corridor, the soldiers fanning out around them, "I'd take that as an insult if I didn't know better than to deduce you mean I'm right about Reasons One and Three. What are you using, NRG Repeater Rifles? Nasty, smelly things, all bright lights and ionized air, ugh. But your handgun, it's…?"

"Just a Shorely Gamma plasma handgun," shrugged the Commander, holstering the weapon in question. "But it's no better than a _paperweight_ now. We emptied everything we had into those… _things_. And nothing! If anything, they only got more powerful, more ferocious. We've got no immediate access to fresh energy cells, and those things are everywhere."

"So… if you're out of ammunition," Martha spoke up, sticking close to the Doctor, "why are you guys still acting like you can shoot them?"

"Good point, Martha."

"So far, the impossible life forms have displayed mediocre levels of intelligence," began the Hub flatly, following them once again through every speaker they passed. "The Commander deduced that if the soldiers acted as if they had ammunition, that this might help ward the creatures off."

"Creatures that probably know by now that your weapons don't affect them anyway?" asked the Doctor with a triumphant smile that made the Commander pause and turn to look at him with a distraught expression as the truth dawned on him.

McCormack's face quickly set back into a disapproving scowl. "I don't think I like you very much, Doctor," he growled.

"That's okay, McCormack!" replied the Doctor cheerfully, "Not many of your kind do until I pull their fat out of the fire for the umpteenth time – we'll get round to the appreciation soon enough. Until then, how about we just dismiss the pretence and have your men holster their weapons? We'll make much better time that way."

"Very well," muttered the Commander, signalling for the soldiers to shoulder their weapons, "keep your arms shouldered, and stay close."

"Aye, Sir," answered the closest, a young man no older than late-twenties, "on you, Sir."

The small, rag-tag band of survivors led the Doctor and his companion down a short series of corridors, impeded now only by the occasional motion-scan from the Hub. Otherwise, their journey was uneventful, and the group soon found themselves outside a large steel barricade. A sign on the wall stated that they were at 'Research Laboratory Alpha', and when Commander McCormack entered a code into a nearby panel the barricades rose up to reveal a set of whitewashed double-doors which now opened with a 'swish'.

"Oh, I like that," commented the Doctor as they were guided inside, "very _Star Trek_, very retro…Hello!" he called out when he spied a small woman in a white lab coat hunched over a bank of monitors. "I'm the Doctor!"

The woman turned at his new voice, the light from the monitors now illuminating her distraught, tear-streaked face. She sniffed, and pushed her half-rimmed glasses further up her nose. "That would make two of us," she retorted sourly, "but I'm afraid I don't recognise you, Doctor…?"

"Just 'The Doctor'," he answered with a warm smile.

"Doctor Utada," interjected the Commander, "these are the two stowaways the Hub informed us about."

"Oh," Doctor Utada looked crestfallen, and struggled to hold back her tears. "I see… So, you can't…help…oh, God…!"

The Doctor was at her side in a flash, his speed alarming everyone present, Martha included. He placed both hands on her shoulders and looked deep into her eyes. "Now, now, I never said I couldn't help, did I say I couldn't help? Now, what seems to be the problem?"

"I… I…he's…"

"You'll have to forgive her," McCormack eased himself into a chair and detached his holster, placing it on the table before him. "When those… creatures first set foot on this base she had her son run and hide. Seems he's either really good at hiding, or he's…" he let the thought hang heavily above their heads, but the Doctor wasn't having any of it.

"He's fine," he assured Doctor Utada as he leant past her to gaze at the bank of monitors. "I'm sure your son is perfectly safe, Miss," he repeated as his eyes raced over the numerous feeds, "Starbase kid like him, he must've grown-up learning all of the _Schrödinger's_ nooks and crannies. Chances are he knows this place better than its architect! No, I'm sure he's… _alive_!" gripping the woman tightly, he spun her around to face him, grinning widely. "He's alive, of course! Commander, have you performed a site-wide scan for life forms?"

"Haven't you been listening to the Hub?" growled McCormack, drumming his gnarled fingers upon the table. "These things don't _register_ as life forms, Doctor, so we've got the Hub constantly tracking their motions."

"Yes, but have you even _tried_?"

"There's no point! None of them would show up!"

"Exactly! So, anything left _has_ to be alive, right?" everyone in the room stared blankly at him, everyone except Martha, who knew the Time Lord well enough by now to follow his train of thought from time to time. "Oh, come on! You humans – sometimes you're so bloody focused on self-preservation that it completely blinds you to the possibility of _other survivors_ – Hub!" he called out with a gleam in his eye, "If you would be so kind…?"

"Commander?"

"Perform a site-wide scan for life forms, Hub," McCormack confirmed flatly, "oh, and from now on give this Doctor and his friend full system access."

"Acknowledged: Initiating scan for life forms…"

"Thanks," grinned the Doctor, "that'll save us a lot of time."

"Don't thank me," groused the Commander, "I just didn't want to have babysitting duties piled on top of my troubles…"

"Oh, you're a barrel of laughs, you," Martha rolled her eyes.

"Three life signs detected," announced the Hub after a short while, "Sheri Utada is still secured within her family's CivDorm… Professor Solomon Light has been located in Science Research Lab 24-B… Unidentified lifeform detected in Maintenance Shaft 14-G/H…"

"That has to be him!" cried Doctor Utada, hitting the intercom button. "Doctor Utada to Maintenance Shaft 14-G/H! Come in, please! Kenny… Kenny, honey, is that you?"

A heavy, painful silence followed, broken only by the erratic rise and fall of static through the open communication. Until, finally…

"…Keep it down, Mum," hissed a young boy's voice, "I can hear them scampering around outside…"

"Oh, you're alive!" Ruri Utada was weeping openly now, a wavering smile of relief on her face. "Oh, thank God, you're alive!"

"Didn't you hear me, Mum? Keep it down!" he snapped, "None of these things have shown the level of intelligence needed to access a shaft, but I don't want to push my luck… where are you? Is Sheri there?"

"No, she's not, but she's safe at home. Hub has here locked-in and cared for. I'm with the Commander and the remaining Response team members. We're holed-up in my Lab, we're only three decks above you… do you want us to come get you?"

"Nah, I'll be fine Mum – safer if I come to you, keeping to the shafts. Gimme a couple minutes…"

"Well, Doctor," the Commander clasped his hands together, staring directly at the Time Lord, "seems you're just full of surprises. While we wait for the boy, maybe you could work your magic on Miss Silent over there?" he cocked his head back towards a dark corner of the laboratory, where a bloodied woman was sat, knees drawn up to her head, rocking slightly. "She was onboard the ship that brought these things here… hasn't spoken a word since they attacked us. Maybe you'll have better luck?"

"Doctor," Martha stepped out before him as made his way towards the strange woman, "what if she's dangerous?"

"Oh, she's totally docile," answered the Commander wryly, "she was more terrified of those things than any of us. You'll be lucky to get any response out of her, let alone a violent one."

"See, Martha? Completely harmless. Well," he corrected himself with a small smile, "_mostly_ harmless, seeing as she _is_ human."

Martha groaned, "Did you really just say what I think you did?"

"Possibly," he shrugged innocently, "I do read, you know. Hello?" he continued, kneeling down beside the almost-catatonic woman, staring intently into her wide, vacant eyes. "Hello… I'm the Doctor, and this is Martha."

"Erm…hi."

"We hear you know the most about these things," the Doctor went on softly, "that maybe you could shed some light on the situation? What are they, exactly? I mean, they look human, but now… no? Nothing?" he sighed after a heavy silence. "Well, I'm sorry about this, I usually ask permission beforehand but, well… I'm sorry."

Flexing his fingers, the Doctor placed his hands on either side of the woman's head and closed his eyes, his brow twitching as if in response to some new, unseen stimuli. After a while he spoke again, "Professor Illani Yates, is it…? I just want to help, Illlani, but I can't do that unless you let me, and to help me you first have to let me help you. So just forget all the terrible things that have happened in the last few days – they haven't happened to you, you've only read them in personnel logs or something like that, okay? They're not your experiences anymore, understand?"

"I…understand," she murmured drowsily, life blinking back into her eyes.

"I don't believe it," gasped the Commander, dumbstruck, "I don't bloody believe it. He's only gone and done it! But…what _is_ he doing?"

"Oh, you wouldn't believe me if I told you," Martha smiled tightly as she watched the Doctor work his magic. She'd witnessed the touch-telepathy a few times before on their journeys, but it was still one of the many talents of his that never failed to fill her with awe.

"Okay, Illani, I'm going to let you go now," the Doctor told her softly, "and when I do you're going to tell me everything you've read in those personnel logs, okay? Okay…" gently, he withdrew his hands, leaving Illani Yates to stare at him for some time, confused.

"The logs…" she murmured, frowning as she fought to recall the fabricated records, "the logs…My crew, we were working on longevity in humans. But everything we tried resulted in failure, complete tissue breakdown. Then this…this new scientist appeared on the ship. Said her name was L'wahni, and that she had the answer… the answer to all our problems. Under her tutelage we began a new project involving nanogenes… specifically engineered to simply regenerate tissue to overcome…any disease or affliction, even…old age…"

"_Regenerate…_?" the Doctor whispered softly, looking at Martha with a worried expression.

"But, something went wrong," Illani continued numbly, "something in the programming of the nanogenes… it was like they didn't know when to start working, or when to stop… before we knew it they were degenerating living tissue just to regenerate it again. At first it was simply causing skin afflictions like eczema just to heal it…but we couldn't stop it. Then people started dying! But even then…the nanogenes wouldn't let them stay dead! Now they're out there…controlled by machines that know only to keep their host alive at all costs…"

"Illani, I need you to tell me something," the Doctor looked her deep in the eye. "This project, what was it called?"

The blood-soaked professor looked right back at him, a faint glimmer of horror on her face as she answered, "_Project Gallifrey…_"

**End of Chapter Five**

**A/N:** Sorry for the delay, had birthdays and coursework to get through! Hope you enjoyed this chapter - but *gasp* Whatever could this new turn of events mean?

Dave


	6. Chapter Six

NOTE: Yes, after much unavoidable delay, my 'Doctor Who' series is back up and running! Work and a second-hand laptop have given me the chance to start this up again on a 'one chapter a week' minimum (but probably more, lol), updating weekends most likely. But, naturally, it was my love of the show and the great inspiration of the latest Christmas special that's thrown me back into the game. Who cares if it's all about 11 and Pond these days? I'm still keeping it 10-Martha for the rest of the season.

And what a season I have planned. But, for now I'll just treat you sustained faith and devotion to the season with not one, not two, but _three new chapters_! All uploaded at once! It's like Christmas! Without, y'know, all the snow and presents and crackers and such. Unless, of course, you're reading this at Christmas time, in which case – Merry Christmas! _Unless_, of course, you don't celebrate Christmas, in which case there's always Easter to look forward to. Everyone loves a good chocolate egg.

Enjoy the new chapters, folks an' fans! Further new updates _will_ occur at _least_ once a week – that a promise, unless my medical condition gets in the way again (I have an operation looming, but it's nothing serious). Plus, I've already completed the story, so its only a matter of uploading and publishing them! No problemo...

Without further ado – the show goes on!

Dave

**Chapter Six**

The Doctor stood up and backed away from the blood-spattered woman so sharply it was as if he'd received a violent shock; the look on his face one of abject horror and awe. For several minutes no one could get a word out of him, and Martha couldn't help but feel a cold spot of fear grow in the pit of her stomach the more she watched, helplessly, as he clawed his hands through his mop of brown hair, his eyes wide and glazed.

Finally he managed to speak, but the words that stumbled out of his lips were hardly any more comforting. "No… no, no, no… it's impossible, I'd know, I'd _know_ if she… but this is just the type of experiment she'd… _no_, I'd know if she were… I'd _feel_ it…"

"Doctor," Martha went to him, placing a hand on his shoulder, "are you all right? You're not making any sense."

"Oh, Martha," he murmured grimly, "I'm afraid I'm making perfect sense. You just don't know the things I know… If she really is back, why can't I feel her…?"

"I'm afraid your young lady friend is right, Doctor," said McCormack gruffly. "You're babbling like a brook. Will someone _please_ tell me what in the blazes that woman meant by all that? Now," he added with a soft cough, "don't get me wrong, I'm grateful you got her to speak, but now that she has it's only landed us with more questions. So, please," he sat back in his seat, arms crossed tightly over his chest, "enlighten us."

The Doctor took a deep breath, interlocked his fingers and let out a long sigh. "Okay everyone," he began slowly, addressing the room as he already had their undivided attention. "I'll try and explain things as best I can, but you have to bear in mind there will be some things you don't fully understand. But don't interrupt, and I'll answer any questions at the end."

"Okay," Doctor Utada took a seat across from the Commander.

"Shoot," growled McCormack.

"You… you know what's happening?" asked Professor Yates dimly, dabbing tears from her blood-caked face. "You know what those… those _things_ are we created?"

"Yes – well, no – no, yes – okay, not _exactly_. But I think I know what's happened to them, and why. Now, is everyone ready?"

"Recording," the Hub chimed in, but the Doctor's response was both sudden and alarming.

"No, no, no! No way!" he exclaimed, rushing up to the nearest console panel. "Hub, you're not to record a word of this, do you understand? Not a word. The slightest record of what I'm about to say in the wrong hands could have terrible consequences in the future. So turn off your recording programs. _Now_."

"Commander, I must protest –"

"Dammit, Hub," snapped the Commander, palms slamming on the table. "I gave you a direct order to give the Doctor full access to your commands. So do as he says or we'll be sitting here all day."

"Understood," the Hub sounded oddly terse and offended, "recording programs terminated."

"Now, Doctor," McCormack let out a theatrical sigh as he sat back in his chair, "if you please…?"

"What's this?" called a muffled voice from a nearby vent. A second later the grate slide aside and a young boy in his early teens crawled out, his pale green t-shirt and jean caked in dust and oil. He shielded his eyes from the sudden glare of the room's lighting, blinking around the room until they came to rest on Doctor Utada. "A meeting, Mum? You couldn't have waited for me? I came as fast as I could…"

"_Kenny_!" her chair flew back and crashed to the floor as Utada leapt up to embrace her son. But not everyone seemed pleased with the reunion.

"Great," growled McCormack, "_another_ distraction. Just what we don't need…"

"Oh, hush, Commander," the Doctor chided him softly, grinning at the sight of the heart-warming reunion. "_This_ I can wait for."

"Kenshiro," Utada was weeping once again as she held her son close, the boy returning the embrace somewhat awkwardly. "Oh, Kenny, my darling boy… let me look at you!" she cried, pushing him away at arms-length. "Let me look at you – did they hurt you, Kenny?"

"Mum – _Mum_, cut it out!" he exclaimed, batting her jittering hands aside, "I'm fine, really; they never got a hold of me. Thanks to my Stick-O-Matic Dad left me," he patted the bulge in his jean pocket. "I managed to stay in the maintenance shafts. Even Hub's barriers proved little match of me. So, here I am – dirty yet still as handsome as ever!"

"Oh, you…" his mother smiled and gave him another hug.

When everyone was seated once again the Doctor took another deep breath and eyed the room expectantly. "Anyone else? No? Quite sure? Good-o! Now, where to begin?

"Let's see; with the exception of young Kenshiro here, we all know that these things are failed experiments into human longevity. They're being animated by internalised nanogenes programmed to regenerate biological tissue. This seemingly ingenious idea was quickly commandeered by a woman calling herself L'wahni," he paused at this.

Martha didn't have to catch the conflicted expression on his face to know the Doctor still wasn't comfortable with the thought of that woman being who he feared her to be. In all her time of travelling with the Doctor, Martha knew him to fear very little aside from Daleks; the possibility that there was someone out there who could warrant the same level of distress in the otherwise fearless Time Lord scared the hell out of her.

"Only now," he continued finally, his usual scholarly expression returning, "these machines don't want to stop. They're going out of their way to regenerate the hosts' cells, whether said cells need replacing or not. So, what does that tell us?"

The room was silent for a few awkward moments before Kenny raised a tentative hand. The Doctor simply nodded in his direction for him to speak, and the boy cleared his throat nervously as all eyes swivelled to focus on him. "That it's the machines that are keeping those… bodies alive?"

"Precisely! Which means…?"

"That the machines are powering them, almost controlling them?" hazarded the boy once again. "That it's simply the nanogenes trying to survive?"

"Exactly," the grin on the Doctor's face was growing wider and wider with every word Kenny spoke, and Martha could sense a strong affinity growing within him for the boy. "Oh, you are just _brilliant_, Kenshiro – yes, he's completely right! Now, with that in mind, what does _that_ tell us?" his gaze was now fixed firmly upon the Commander.

McCormack looked back at him with a puzzled scowl. "What?" he asked finally. "We're fighting robotic zombies, is that it?"

"Oh, for crying out loud," groaned the Time Lord, wringing his hands in exasperation. "A room full of professors, scientists and seasoned military strategists, and the only ones with half a clue are Kenshiro and myself?"

"Oi!" snapped Martha, crossing her arms as she silently cursed being too far away to give the Doctor a sharp kick in the shins. "What about me, then?"

"Oh, sorry, Martha. You really should speak up, y'know – so go on, then: tell them what it is they're all too thick to grasp."

"What? Me?"

"Yes, you," the Doctor blinked and frowned. "Didn't we just cover that?"

"Oh, okay… er, well nanogenes are machines, right?" she clarified.

"We cleared that a while ago," growled McCormack with a roll of his eyes. "Are we supposed to be impressed by her, Doctor?"

"Give her a second, and watch it!" snapped the Doctor, catching the Commander completely by surprise. "She's getting there, and she's doing it faster than you, so just… hush, okay?"

"Machines powering the bodies…"

"And they couldn't be harmed by the guards' weapons," the Doctor reminded her with a slight smile, "because…?"

"Because… because they were using energy weapons!" Martha clapped her hands at the realisation, "Of course! The nanogenes just ate-up the weapon fire…"

"… Each blast making them stronger!" finished Kenny with a horrified groan. "Oh, that's just _perfect_."

It seemed the truth was beginning to dawn on McCormack and his men, who were now staring at the empty weapons in their hands with horror and regret. "So," murmured the Commander as he un-holstered his plasma handgun, cradling it in his hands. "You're trying to tell me that if we hadn't fired a single shot, they'd have just died there and then, their power drained?"

"Well, no, probably not immediately. But they _would_ now be considerably weaker…"

"And we'd have died instantly back in the Docking Bay," Corporal Rockwell pointed out, NRG rifled clattering the floor beside him.

Commander McCormack placed his handgun on the table before him. "I'm sorry," he add firmly, "we may have inadvertently made them invincible, but I don't regret giving us a fighting chance at survival. I stand by my decision."

"I said stronger, Commander," the Doctor corrected him quickly, "_considerably_ stronger, at that. But I doubt they're invincible. Nothing's invincible, not even me."

"You wouldn't know it, the way you go rushing into danger," Martha commented wryly.

"I said not invincible, Martha, not boring. And no one's blaming you or your men for acting in self-defence, Commander. It just makes things ever so slightly more complicated."

"Speaking of 'complicated', Doctor, I hope you haven't finished your little speech," growled McCormack, "because so far you've barely told us anything new or useful."

"Oh, no, only why you couldn't hurt them, but that's _nothing_, naturally," the Doctor retorted sourly. "Right, fine! So, what else…? Ah!

"Now, this mysterious new scientist that turned up, L'wahni," he turned to address Professor Yates, "if it's possible – even _remotely_ possible that she is who I fear her to be, then I'm afraid your endeavours were doomed from thereon in. She has an ill reputation for exploiting the human race to achieve her own needs in her experiments. You did nothing wrong, Illani: as soon as she modified those nanogenes the end result was out of your hands, so don't feel bad… this isn't your fault. _None_ of this is. If it hadn't been your crew, now, it would've been someone else, some other time. Don't blame yourself."

"Thank you," Yates was sobbing silently, "oh, thank you, Doctor…"

"Wait a minute," Doctor Utada held up her hands for attention, "just a second ago, Doctor, you said this L'wahni woman tends to 'exploit the human race' as if she wasn't human herself."

"Which brings me to my next point – she's not," the Doctor took a deep breath, already anticipating the reaction his next words would bring. "And neither am I."

"You… you're an alien?" Kenny asked in awe. "Wow…"

"Huh, right," snorted McCormack, "and I'm a martian."

Martha crossed her arms. "Funny," she said, "I don't see you chewing gum. And he's telling the truth, he's… well, just shut up and listen, okay?"

"L'wahni and I – if it even _is_ her – we're the same species," the Doctor began slowly, "we're called Time Lords. Gallifrey – the name of your project, Ilani – was the name of our homeworld. It's gone now, destroyed in the last great Time War. I'm the last of the Time Lords – or, at least I _thought_ I was; L'wahni's real name is the Rani… and frankly, I'm finding it really hard to believe she's still alive; no one else escaped the Time War, they were all lost in fire. If any were still alive, I'd know, I'd sense them in here," he tapped his temple. "So why can't I sense _her_…?"

"Well, that's all very enlightening and, quite frankly, highly implausible," sighed McCormack, "but how exactly does it help us?"

"The Rani may be merciless in her exploitation of the human race," the Doctor answered evenly, not rising to the commander's barbs, "but she's also highly meticulous when it comes to her own safety; she wouldn't make a creation that she couldn't control, a monstrosity that she couldn't quell if things got out of hand. So there has to be _something_ to these nanogenes, something I can't see…"

"But she ran off at the first sign of those abominations!" claimed Yates, confusion written on her face. "She fled down a corridor and just… disappeared."

"And was there a low grating howl around the time of her disappearing act, by any chance?"

"Erm, well, yes… how did you know?"

"Same species," he reminded her, prodding his chest with his thumb. "Same species means same technology; that was her TARDIS, her ship, taking off. Must still have a working chameleon circuit, after all this time," he mused softly to himself. "Lucky thing…"

"That's impossible, Doctor," Professor Yates shook her head, "she vanished on a corridor that was pretty much at the _centre_ of my own ship. There was no way her ship could have docked there."

"Oh, and it would take a lifetime to explain the intricacies of a TARDIS, and I hate repeating myself anyway. Besides, I doubt any of you want to hang around any longer than necessary with those things baying at the door – so! Back on track! Those creatures must have a weakness of some sort. But what could it be…?"

"I have a small cache of antique projectile firearms and ammunition back in my quarters," said McCormack. "Point forty-fives mostly, but they might do the trick."

"No, absolutely not; no more guns," the Doctor crossed his arms adamantly, "I can't sufficiently describe how much I _loathe_ guns, and I have a vocabulary spanning over nine-hundred years and multiple species you don't even know _exist_ yet. Besides," he added, "the things out there are probably so juiced from your last few confrontations that they'd probably just regenerate from bullets anyway. No," his eyes drifted to the ceiling, "if we want to defeat these things we need to get to the nanogenes directly, either reprogram them or shut them down entirely. But how?"

The room was in complete silence for several moments as the survivors contemplated the possibilities, until finally…

"… Bluefire."

"Sorry, Doctor?" asked the Doctor, turning aside to Martha, "it's been ages since I got to call someone else 'Doctor'," he grinned. "It's brilliant."

"Project Bluefire," repeated Doctor Utada carefully. "It's a special weapons program being developed on this base; an electro-magnetic beam…"

"But EMP devices have been around for centuries," argued Martha. "Hardly what I call being 'in development'."

"_Beam_," corrected the Doctor, looking at Utada with mounting interest. "She said electro-magnetic beam, Martha. But you're right, Doctor Utada, an EM device might just be what we need. Where is it _you're going to say miles away, aren't you_?"

"Project Bluefire is being developed in Science Research Lab 24-B," interjected the Hub coldly. "The last scan for life signs show that Professor Solomon Light is located within."

"Brilliant!" cheered the Doctor, darting over to the nearest communications panel. "Hub! Open comms with the good Professor Light, chop-chop now!"

Seconds later a hoarse, tired voice sounded throughout the room's speakers. "Who is this? Are there more survivors? Please, I need to know I'm not alone."

"Professor Light! Solomon! Solly! Sol!" crowed the Doctor, a wide grin stretching over his face. "Good ol' Sol, still alive and kicking, marvellous stuff! Now, straight to business; do you have Project Bluefire with you, and is it in working order?"

"Well, I still need to run a full battery of tests, diagnostics and fine-tuning. Plus I need a target source, but I really don't see how any of this has any relevance with out current sticky situation…"

"But it works, right?"

"Given a source and adequate time to go through the safety steps… yes, it works, I think."

"Oh, good man! But what's this about a target source?"

"I'm sorry, but who did you say you were?" Light's voice took on a suspicious tone. "On this base, and yet you don't seem to know the first thing about Project Bluefire? It's hardly classified…"

"Sorry, I forgot, I'm the Doctor," explained the Time Lord, "and you could say I only just arrived on the base."

"The stowaway?" the professor's voice became even harder, more cold. "Oh, well, in that case Bluefire is _strictly_ classified, sorry –"

"Light!" snapped the Commander impatiently, "McCormack here; the Doctor has top-level clearance on everything. I can't believe I'm saying this, but it looks like he's the best damned chance we have of making it out of here alive."

"See?" the Doctor turned to grin wildly at Martha, "Told you the appreciation would show up sooner or later. Always does, didn't I say?"

"Okay, alright," sighed Martha with a soft smile of her own, "can we save the egos for after we're safe from mutant robot space zombies in space?"

"Spoilsport…"

"Very well, Commander," growled Light tersely, "if you insist… Project Bluefire is a focused electro-magnetic beam cannon. Emphasis on the 'focused' – it can be fine-tuned to knock-out a specific power source, a unique energy signature. To do that, however, it requires a target source to help it differentiate between its intended target and other surrounding power sources. Otherwise it won't fire, as it's intended for pin-point targeting, like taking-out an enemy's weapon systems without disabling their life-support – it's a mostly defensive weapon, not clumsy and devastating like an EMP…"

"And they say _I_ could talk the hind-legs off a donkey," mused the Doctor, "I may just have some serious competition in the Professor."

"Oh, yeah," his companion nudged him with a wink, "you'd make a great comedy double-act, the two of you; The Doctor and The Professor…"

"If you're quite finished?" drawled the voice of the Professor, "As I was saying, in order for the Bluefire weapon to be able to fire, it needs a target source registered into it. Now, I repeat, _why_ are we discussing this when there are monsters stalking the halls?"

"Those 'monsters' are being driven by rampant nanogenes," the Doctor informed him, "so I'm thinking that if we can find a couple of those nanogenes, feed them into your EMB weapon, lure the rest of the creatures into your lab…"

"We could activate Bluefire, and deactivate every nanogene in their bodies!" finished Professor Light, his voice warming as he reached the same conclusion. "Well, Doctor, I'd call you a genius, except you're talking to me."

"Okay, that just sounds eerily familiar," the Doctor smirked. He then clapped his hands. "Great! So, we'll get you that source material; you, Light, just focus on getting through your set-up stages. We'll see you soon!"

When the communication was cut, the Doctor was surprised to turn around to see a sea of scowling faces. "What? It's great news – we have a way out!"

"You want us to go out there?" stated the Commander darkly. "Now? With no weapons that work against those things? Are you mad?"

"Don't get us started on that can of worms," sighed Martha.

"You've got a point though, McCormack," the Doctor murmured, running a hand through his hair, "going out there might as well be suicide, but what other choice do we have?"

"… Well, there's always the maintenance shafts?"

All eyes turned to Kenny, who had sat silently up until that moment. He shifted awkwardly under their collective gaze. "I was just saying… the maintenance shafts cover every inch of the base, and are big enough to fit most people. Have you seen the size of some engineers here? Wait, what am I saying? 'Course you haven't…"

"Brilliant!" cried the Doctor. "Oh, Kenshiro Utada, you are an amazing young man!"

"Er, thanks…?"

"So! We go into the shafts in search of some source of the nanogenes. _All_ of us; I'm not leaving anyone behind."

"Are you serious?" asked McCormack.

"Oh, quite serious," nodded the Doctor. "Seriously serious, even – so seriously serious that I make normal serious seem not that serious at all... Now, everyone grab what they need; Kenny, you lead the way to Lab 24-B, we'll try and pick up a zombie-scrap enroute. Everybody know what they're doing? Good! 'Cause it's hunting season…"

**End of Chapter Six**


	7. Chapter Seven

**Chapter Seven**

"If this is your idea of hunting, Doctor, I'd hate to be with you on a stealth mission," grunted the Commander as he crawled through the grime and dust-filmed shafts behind the majority of the group.

"Is that the Commander?" asked the Doctor from the near front of the line, his own blue suit smeared with so many oil patches he was beginning to look like a serious oil spill.

"Yep," answered Martha from directly behind the old soldier, flinching every time her hands stuck to the damp grime on the shaft floor.

"Tell him to shut up, will you?"

"The Doctor thinks you –"

"I heard what he said," snapped McCormack, his face flushing a deep shade of crimson. "I'm just saying I don't see how we're supposed to capture a sample of these monsters stuck in these damn shafts. Far as we know they don't even know how to get in the blasted things."

"Is he still not shutting up, Martha?"

"'Fraid so, Doctor, but he does have a good point," she admitted as she tried her best to ignore the dirt that was getting worked into her hair and the knees of her jeans. "I assume you have a plan about getting that source sample?"

"Now, now, Martha, when you assume you make a –"

"Oi!" she snapped indiginantly, "Finish that sentence and I will climb over to you and give you a slap."

"Hah! I bet you would, too," he grinned as their path took a sharp right turn. "But to answer your fears, I do have an idea about getting a sample."

"We're all ears," murmured Ruri Utada from behind him.

"Well," the Doctor paused, bracing himself. "I'm going to step out into one of these decks, attract their attention and hopefully get one of them to bite me. Voila! I'll have nanogenes."

"That's horrible!" exclaimed Ruri behind him. "You'll be infected – you'll die!"

"Wellll… I didn't say it was a _good_ plan," the Doctor conceded with a small shrug, "but what other choice do we have? And I highly doubt I'll die, Doctor Utada; like I said earlier, the Rani was always very careful not to become the victim of her own sick experiments. She'll have built-in a safety net that would nullify the threat to her. And since I'm also the same species, I'm assuming the same safeties will work on me."

"What was it you were saying about making assumptions, Doctor?" Martha reminded him wryly. "And what if you're wrong? What if the safety is only applicable to her exact DNA, if there's one at all? For all we know she ran because there was no safety, because those things are uncontrollable."

"Like I said, not necessarily a good plan," repeated the Doctor, his usual self-assured tone faltering. "And all those possibilities are poking further holes in said plan, so now I know it's probably not even a remotely good plan now that I think about it, but it's the only plan we have. If nothing else, my Time Lord biology should be able to fight off the ravages of the nanogenes long enough for me to get to the lab. And if not, well…"

"You'll regenerate," Martha finished gravely. "That's what you're saying, isn't it?"

"It's a possibility," he conceded.

"I'm sorry," grunted the Commander, "but you've lost the rest of us; regenerate? What the hell does that mean?"

"It's a process my people go through when we're near to death," the Doctor explained patiently, "a way to cheat it, so to speak; our whole molecular structure rebuilds itself, rejuvenates itself, and we become an entirely new person."

"But you can't!" protested Martha, her fingers scraping against the steel of the vents. "There's no way of knowing if that will even work, and even if you _can _regenerate what's to say the nanogenes won't still be active within your body, forcing you to regenerate again and again until you run out of chances, or if the nanogenes will interrupt the process and kill you entirely before turning you into one of… _them_."

"All very good reasons why this is not a very good idea at all, Doctor," Ruri added. "Now, I'm not saying I understand the process as well as your companion, but I've heard enough to know it's not a risk you should take."

"Then what other option is there?" the Doctor snapped, catching everybody by surprise. "Please, tell me! If you have a better idea let's hear it! Because right now it's the only way, and don't keep telling me why I shouldn't do it – do you honestly think all those possibilities haven't occurred to me already? And yet it has to be done, it's the only way! I have to do this, to save the rest of you and end this whole sorry affair. I don't want to risk killing myself, but I have no choice! Either I do this, or everyone on this starbase dies – this is what my life is like, a series of impossible choices, and I have to make the decision because no one else can!"

"I-I'm sorry, Doctor," whispered Ruri after an awkward moment's silence. "We had no idea…"

"Yes, well, now you do," he growled, focusing ahead of him as he watched Kenshiro tapping away at a control panel, a grating blocking their path. "How far now, Kenny?"

"Not far," Kenshiro muttered as he bit his tongue, "it would be quicker if Hub wasn't trying to tackle me at every junction."

"Hub!" snapped McCormack.

"Yes, Commander?"

"What's your malfunction?" snapped the old solider. "You better have a good reason for impeding our route."

"Only Maintenance Rules and Regulations, Commander; as head of your group, young Master Utada doesn't have the appropriate clearance to enter these shafts. If it wasn't for his persistent hacking skills, you would still be back in the barracks."

"You're stopping us from getting to a potential remedy to this threat because of _protocol_?" exclaimed the Doctor, scowling heavily as he retrieved his glasses from his suit's breast pocket to examine the control panel beside Kenshiro. "Are you sure you're not malfunctioning, Hub?"

"I am operating at one-hundred and ten percent, Doctor," the Hub replied with a coldness that almost seemed to be that of someone insulted. "Master Utada does not have clearance, so I can not willingly allow him to proceed."

"Well, then give him clearance! It's not that hard…"

"I'm afraid you do not have the clearance to permit Master Utada such privileges."

"Then who does?"

"The highest-ranking surviving member onboard is currently Commander McCormack."

"Of course it is…"

"For goodness sake, Hub, we don't have time for this!" roared McCormack, "Just give the kid the necessary clearance so we can all get out of this damn shaft!"

"But, Sir, I must protest –"

"Hub, are you refusing a direct order?"

There was a short pause as the computer seemed to weigh-up its response. Finally, it replied, "Yes, Sir."

"Oh, we don't have time for this!" snapped the Doctor, whipping out his screwdriver and aiming it at the panel. "Let's see what a quick burst of sonic can do to lighten you up," he added as the device whistled in his hands. "A quick edit to the boy's profile, and…"

"You have a Stick-O-Matic, too!" gasped Kenshiro, reaching for his jean pocket.

"Hmm?" the Doctor flicked the sonic screwdriver off and placed it back in his pocket. "Sorry, Kenny, did you say something?"

"Oh, nothing, Doctor," the boy sighed, hand dropping to his side. "Is that it, then? Do I have access?"

"_Absolutement_," the Doctor nodded with a small grin. "Give it a shot."

"Well, okay… Hub, open the grate and let us through," ordered Kenny.

"Yes, Master Utada."

The grate rose up with a click and a whir to a collection of cheers… closely followed by a deep, echoing boom.

"What… what was that?" asked Doctor Utada.

"I can guess," answered the Doctor grimly, "so we should start moving on before –"

Martha's terrified scream cut him off as a vent grate to her left was ripped off its fastenings and cracked orange arms reached in, tearing at her crimson coat. "Doctor!"

"Martha!" he cried back, turning around in the tight confines of the shaft. "Everybody! Hurry up, get moving! You too, Martha, hurry!"

"What do you think I'm trying to do?" she snapped, shaking off the hands of the creatures and pushing forward behind McCormack. Another shrill cry escaped her lips as the hands wrapped themselves around her ankle with a cast-iron grip. She looked down into the eyes of the zombie holding her, pus brimming around its sockets like tears. A bloated tongue lolled out between cracked lips as they pulled back in a ravenous howl.

Silently recoiling in horror, she lashed out with her free foot, her heel connecting heavily with the creature's jaw. It shattered like eggs in a wet paper bag, shards of bone splintering through rotting skin. But the thing seemed not to pay the injury any heed as the nanogenes powering it set to work before Martha's terrified eyes; with a faint orange glow almost transparent against the hue of its skin, the machines knitted new, already fetid flesh and skin over the shattered bones as they, too, began shifting back into place. It was the most horrific thing she had ever seen, a macabre tableau

"Doctor! They've got me!"

"Pull, Martha! Come on, you can do it!"

"I'm… trying!"

She wrenched once. Then the monsters wrenched back. And they were stronger. The Doctor was forced to watch, helplessly, as she was dragged out of the shaft with a horrified scream.

"Doctor!"

"_**Marthaaa**_!"

**End of Chapter Seven**


	8. Chapter Eight

**Chapter Eight**

The Doctor had barely moved as the rest of the group squeezed their way past him, rocking on his heels as they jostled in their desperation to escape. Finally, Commander McCormack had reached him, and he paused beside the distraught Time Lord to look him directly in the eye.

"Come on, Doctor," he growled, "we have to go!"

"Go?" repeated the Doctor hollowly, looking at the Commander as if he were stupid. "I only waited for everyone to get past so I could go back there and get her."

He made to return down the shaft, but McCormack blocked his path. The old man was deceptively strong for his age, and the shaft was too narrow for the Doctor to skirt around him. The two men wrestled for control as the Doctor continued to call Martha's name.

"I can't leave her!" he stated after a while, struggling against the soldier's grip. "I promised her I'd keep her safe, don't you understand? I promised her that she'd be safe with me, and now those things have her and I need to get her back! You have to let me go!"

"I can't, Doctor, we need you! And I'm sorry, but your friend is already gone," McCormack told him gravely as he pushed the Doctor back. "Those monsters are quick; the best we can hope for is that it was painless."

"I have to go back for her!"

"No! Doctor, we have to go!" The two men paused in their struggling as a series of thumpings drew near. "Doctor, please, they're coming, we have got to go!"

The Doctor took a deep breath. "Okay," he growled lowly, "okay, let's go. But this isn't over; I'll hunt the Rani down to the end of the universe itself if I have to now."

Martha was dragged out of the maintenance shaft, the back of her skull cracking against the sharp steel corner as she was dumped to the floor. It took a long while for the fuzzy stars to fade from behind her eyes, an awful eternity in which she feared she had died. When her vision finally cleared, however, she looked up at the gathering of six orange-hued zombies, strings of bloody drool dripping from cracked lips. They crowded closer, their growls growing in anticipation as they reached down to take her. She screwed her eyes shut and waited for a horrible, painful death.

When it didn't come she risked opening one eye, and then the other to make sure she wasn't seeing things. Even with both eyes open, it took her a few moments to fully comprehend what was happening; the creatures weren't reaching down to rip her to pieces, they were reaching down to stroke her lightly. They were _caressing_ her, like she was their child. She cried out in alarm and disgust, and the pack of zombies scurried to a safe distance as she scrambled to her feet.

Martha checked herself over for any cuts or scrapes, any injuries that may have allowed nanogenes in; perhaps the creatures weren't attacking her because they had already infected her, and were waiting for her nanos to take over? _God_, she thought, _is that what's happened? Is that what's happening to me right now?_ She looked back over at the huddled group of zombies with revulsion and fear. Was she going to look like them soon, she wondered? And if so, was it painless? Or was she doomed to feel ever cell in her body decay as her body became corrupted by the machines inside her?

Several seconds later she let out a ragged sigh of relief; she hadn't sustained any injuries that she figured would attract the nanogenes' attention, and she doubted – no, she _prayed_ – that they'd simply entered her mouth when she'd been dazed or screaming. She'd have _felt_ that, she was sure.

Why was she not dead, then? Why hadn't they killed her, or turned her into one of them? What was going on here, why was she being spared? The Hub had informed her that the group in the shafts were the only surviving members to have encountered the creatures, so no one else had been left alive after crossing one, and yet here she was…

The others! Her heart lurched as she remembered the group shuffling slowly through the labyrinth of shafts behind the starbase's walls; were they safe, or had the creatures continued hunting them after dragging them away? What was the Doctor doing right now? If she knew him he was fighting tooth and claw to come back and rescue her, blinded by his compassion to see the bigger picture.

At that moment she caught herself by surprise; she honestly believed that coming back for her was a bad idea. Not because it risked the Doctor's life but because, without him, the rest of the group were unlikely to survive this ordeal. She firmly believed that their lives and safety were more important than her own, and this caused her to laugh softly despite herself: she really had changed a lot during her time with the Doctor, had learnt far more than she ever thought possible not just about the universe, but about herself. No, they couldn't come back for her. She would have to go to them. If the creatures let her leave, that was; maybe she was their prisoner?

"Hub," she growled under her breath so as not to alarm the creatures that now observed her with feral curiosity. This caution was quickly dashed when the AI's response boomed throughout the corridor.

"Yes, Mistress Jones?"

"Sssh!" she hissed as watched the four creatures tense at the sound of the computer's voice, ready to pounce at the first sight of an accompanying body that would never reveal itself. "I need to know how to get to Lab 24-B from here. Can you direct me – _quietly_ – from here?"

"Affirmative," it replied softly after a slight pause.

"Thank you," she considered her options, then added, "also, send a message to the Doctor: tell him I'm alive and he's not to worry, just to focus on helping the others set-up that EMB device. Will you do that?"

A far longer pause this time, then, "Affirmative, Mistress Jones. Please follow the arrows on the control panels, they will lead you to your destination."

"Okay," Martha muttered, looking back at the group of zombies as they shifted back into a relaxed slouch, dried eyes staring vacantly at her. "Now to see if I can actually _leave_."

Taking a deep breath, Martha took a tentative step in the direction of the first arrow pointing down the corridor. She froze when the zombies scrambled after her, then frowned when they stumbled to a halt shortly after. She took another step, and again they responded with a short dash forward. Her mind racing, Martha backed slowly way from them, and they followed, keeping pace with her. Were they… _following_ her? Why, she wondered?

She froze again as a terrifying thought occurred to her; what if the nanogenes within the creatures were evolving? What if they had let her live so that she'd lead them back to the rest of the survivors? She could never go the laboratory if that were the case, she'd be putting everyone at terrible risk. _What would the Doctor do? What would he _want_ me to do_? She asked herself, and the answer came to her almost immediately: the Doctor would want her to come to the laboratory anyway, not only to make sure she was safe but to bring the creatures there so that he could save them from this terrible fate. She was sure this is what he'd want her to do, even though he'd never willingly have put her in this dangerous position, and she wasn't about to let her down.

"You want to come with me?" she asked them with a thin smile that was more to assure herself that she was doing the right thing. "Is that what you want?"

Then the impossible happened: the creatures spoke back.

"_**Yesss Mistresss**_," they said.

Professor Solomon Light sighed for the umpteenth time in the last five minutes, wiping the sweat from his brow with the back of his hand as the Bluefire device thrummed before him. It was half his size and resembled an elongated capsule, lights and dials lining the side facing him. The business-end of the weapon was a series of three antennae arranged in a triangular position, each rod angled inwards towards one another until their tips almost touched, the space between them encircled with luminous bands.

There were still a few kinks and faults with the machine, power fluctuations and whatnot, but his current deadline didn't allow time for him to strip it down and rebuild. It would just have to do, sparks, shakes and all. Lord knew what it was going to be like when it actually had a sample source inserted – if it would even work at all!

"What's the ETA on our visitors, Hub?" he asked finally, fatigue slipping into his quavering voice.

"We're already here!" announced an excitable voice as the nearest vent grating slid aside to reveal the soot-caked face of a young teenage boy. "We made it, everyone! I told you I knew my way around the base."

"You… You're Doctor Utada's eldest, aren't you?" wheezed Light as the boy crawled out of the vent entirely and scrambled to his feet. This question quickly answered itself as the mother in question crept out of the shaft shortly after. "Ah, Doctor Utada. A pleasure, I'm sure."

"Solomon," she smiled tightly, glancing over his shoulder at the Bluefire weapon juddering on the floor. "Is that the EMB device?"

"In all its rickety glory," he confirmed solemnly, crossing his arms as he turned back to gaze upon it with wary scrutiny. "It may not look like much, but recent tests have proved conclusive; it works, but those tests were on small, singular devices. Your friend, this Doctor, he's talking about wide and long-range signal transmission! I don't know if the old girl's up to it…"

"But it's worth a shot," she cut him off firmly, "and right now it's the only chance we have."

"Hmm," Professor Light looked back as the last of the security forces scrambled out of the shaft, quickly followed by a man he had never seen before, a man in an oil-smeared blue suit and wearing a look of barely-restrained rage. "Is _that_ him? He's got a mad air about him…"

"Careful, Solomon," she whispered softly, clasping him by the shoulder. "Go easy on him; poor man just lost his best friend to those monsters."

"Oh," Light grew cold as he watched the strange man rise to his feet and attempt to brush himself off. "Oh, I'm sorry, I had no idea."

Then the Doctor caught sight of the pair of them, and his instant change in demeanour caught both of them by surprise. "Sol!" he cried joyously, darting up to the Professor to pump the old man's hand. "Pleasure to meet you – cor, is that the electromagnetic beam device?" he added suddenly, sidestepping the pair of them to crouch beside the Bluefire. "Oh, you're a beauty, aren't you?"

"Hardly," grunted Light, confused at the Doctor's behaviour. "She's the result of dwindling UEF funding, I'm afraid. You'd think the United Earth Forces would be willing to put more money into a non-lethal weapon, what with the other species profiling us as bloodthirsty savages who just happened to stumble across space-travel. But no, sadly they're more focused on stumbling even further into the unknown."

"Oh, of course they are," the Doctor nodded grimly, "and why not? You're already so very good at killing. Second only to Sontarans when it come to militaristic strategy and love for war, I'd say…"

"I-I'm sorry Doctor, Sontarans? Are you okay?"

This seemed to have been the wrong question to ask, as the Doctor rose slowly to his feet and turned to face the Professor with a dark gaze that terrified the old man. "Those things out there took my friend from me; she trusted me, and they just took her and I couldn't help her. She screamed my _name_ and I couldn't help her. So no, Professor, I am _not_ 'okay', not in the slightest, and the sooner we destroy these rampant nanogenes, the sooner I can bring the guilty party to justice."

"Does he… Does he mean _us_?" Light asked Doctor Utada as the Time Lord turned silently to observe the EMB once again.

She shook her head slowly. "He means a woman called the Rani. It's a long story, Solomon," she sighed softly when he went to ask. "If we survive this, I'll tell you everything."

"You'll survive," announced the Doctor sharply. "You _all_ will, and do you know why? Because that's what Martha would have wanted; she'd have wanted me to do everything in my power to save you, and that's exactly what I intend to do. No one else is going to die today, do you understand me? So if any of you fear you might die, I suggest you go back into the shafts and hide until I tell you it's safe to come out again. Because I do _not_ intend to be made a liar twice in one day. I told her I'd keep her safe," he added after a short, solemn pause.

Ruri placed a comforting hand on his shoulder as he scanned the length of the Bluefire device. "It's not your fault, Doctor," she told him.

"It is, it always is my fault," he snapped, but she could tell he was snapping at himself. "It's my fault because I'm always so damn curious and reckless, and sometimes I forget that my companions aren't as resilient or lucky as I am. Yet I continuously drag them into life or death situations, achieving victory by the skin of our teeth. Death is always a possibility, and yet I _keep_ dragging them in. Don't you see, Doctor?" he asked, turning his head to stare sorrowfully into her eyes. "_I'm_ far more dangerous than those things out there."

"That's not true," she assured him, silently fearful of man all of a sudden. "You did everything you could to save her, there was nothing more you could have done."

"You don't get it – she's gone because I brought her here; they _took_ her because I brought her here. _I'm_ to blame, I'm _always_ to blame." His face hardened as he rose to his feet and turned to face the rest of the group. "And I'm about to avenge her death; I'm going out there, and I'm not coming back without a sample of those things. I don't even care how I get that sample anymore, this ends _now_."

"Warning," interrupted the Hub sharply. "Five entities are present outside the lab."

This announcement was quickly followed by the frantic, heavy thumping upon the lab's white door, everyone except the Doctor jumping at the sound. He just looked on with a grim scowl on his face.

"Looks like they came to me," he muttered as he stepped up to the door. "Good; it will make this a lot quicker. McCormack," he added, turning sharply to address the Commander who stood nearby, "I know you have no guns, but I assume you and you men have basic close-quarters combat training?"

"Of course, but why?" asked McCormack, frowning. "Surely you don't intend for us to wrestle those things to the ground?"

"If need be, yes," the Doctor answered shortly. "You heard the Hub: there are five of those things out there, and as soon as I open this door they're going to try and rush in. Your men are going to have to hold them back whilst making sure they don't get bitten. Can you do that?"

"Well, yes, but…"

"No 'buts'; _can you do it,_ Commander?" despite the phrasing, this time the old soldier recognised an order when it was issued.

He stiffened to attention and replied firmly, "Yes, Sir." He turned to address the five remaining Response Team members. "You heard him, men. Grab whatever you can find to hand and be ready to repel those things with everything you've got. We've got to give the Doctor time to gain a sample without giving ground to the enemy. The creatures cannot be allowed to overrun this laboratory, is that understood?"

"**Yes, Sir**!" came the unified answer.

"After you, Doctor," McCormack said grimly, motioning to the door as the hammering resumed.

"Good luck," replied the Doctor, gripping the door's handle. "Ready? On three – one… two… _three_!"

With that, he wrenched open the door, and the first creature immediately leapt upon him, knocking him to the floor.

**End of Chapter Eight**


	9. Chapter Nine

**AN:** Well, medical problems once again got in the way of a steady update. Sorry about that! Anyway, here's the next two chapters as we draw close to the climatic ending!

Also, alll reviews are greatly appreciated; they really help me figure out what you, the readers, enjoy most in my stories so that I can tailor the rest of the series to best entertain you. So please, leave a review. Thanks!

**Chapter Nine**

The Doctor's eyes were screwed tight as he waited for the jaws of the creature on top of him to sink into his exposed neck, but was instead surprised when it wrapped its arms around his neck and held him tightly.

"Oh, Doctor!" it cried joyously as it squeezed him tighter.

He risked one eye open, scarcely believing what he was hearing, and what he saw was just as unbelievable. "Martha!" he cried happily, pushing her away at arms-length to make sure he wasn't imagining things, and that she wasn't one of _them_. When he was sure she was fine he laughed and pulled her close once again. "Oh, Martha Jones! I was so worried, but I should've known better. I should have _known_ Martha Jones would find a way to escape those creatures!"

She pulled herself away and scrabbled to her feet, laughing nervously. "Er, yes, about that, Doctor," she paused, cocking her head to gesture at the rest of the group. When the Doctor caught sight of them he leapt to his feet, crying in alarm.

"The creatures!" roared McCormack. "They've breached the laboratory! At arms, men, repel them!"

"No, wait!" Martha darted forward to place herself between the soldiers and the creatures, who had yet to move. "It's okay, you don't have to fight them. They came with me –"

"You _led_ them here?" asked the Doctor incredulously.

"She's infected, Doctor!" snapped the Commander. "I don't know how, some kind of new strain maybe, but she's with them! She can't be trusted."

"Infection or no, I trust Martha Jones more than anyone else in this room," the Doctor assured him darkly. "If she brought them here, it must have been for a good reason – heck, the fact that she brought them here in the first place means that they _let_ her, that she's not infected and yet they're following her willingly," he paused, frowning as he reconsidered his last statement before turning to address Martha. "That _is_ what's happened, isn't it?" he asked her hopefully. "You're… you're not infected, are you? And you didn't lead them here to let them kill us all?"

"Don't be daft," she snorted. Then she turned to look at the creatures clamouring around her. "I don't know why they're following me, Doctor, but… well, there's something else you should know."

"What's that?"

"Well, the creatures, Doctor, they can talk."

"Don't be ridiculous, girl," growled the Commander. "You're forgetting who's had the most experience with the monsters, and they've never once exhibited anything more than basic, feral intelligence at best. Look," he added, stepping up until he was a few feet away from one of the creatures, "I'll prove it. You! Sound off like you've got a pair!"

The creature just hissed and snapped its jaws at him, yellowing teeth cracking and falling out between bloated lips. McCormack grimaced with satisfaction and backed away to turn back to Martha. "There?" he grunted. "You see? Dumb beasts."

"But… but they can!" she protested, turning to address the four creatures gathered. "You can, can't you?"

The nearest creature gazed at her with sunken eyes before replying, "_**Yess, Misstress.**_"

"Whoa," muttered Kenshiro Utada from the back of the laboratory. "_Cool_."

"There," she gave the Commander a smug look. "See? Not so dumb after all."

"But… but that's impossible," gasped the Commander.

"Not impossible," corrected the Doctor, "just highly advanced science; the Rani must have enabled the nanogenes to access the frontal and temporal lobes of the subjects' brains so they can control their speech like puppets."

"That's sick," groaned Doctor Utada.

"That's the Rani for you…" But the Doctor was focused on a more important matter. "Martha," he murmured lowly, "why did it just call you 'Mistress'?"

"I don't know," she answered with a confused scowl. "It's been calling me that all the way here. I didn't mean to alarm you – I told you I was coming… you didn't know?"

she added slowly when she caught his vacant expression, "But I told Hub to send a message. You _did_ send the message didn't you, Hub?"

"It must have slipped my mind," replied the AI nonchalantly.

"_What_ did you just say?" asked the Doctor quickly, brow furrowed.

"I have a hundred-thousand subroutines running at once, Doctor," the Hub explained, its usual monotonous tone gaining a seemingly tired tone. "I'm responsible for the security of all survivors, containing the outbreak and keeping surveillance on top of making sure the starbase continues to function to the best of its abilities. So there are bound to be times when a simple request fails to be completely processed. My apologies, Mistress Jones," it added stiffly.

"Don't you start with that 'mistress' nonsense," she growled.

"No, not that," the Doctor interjected, shrugging off his companion's discomfort. "What you said before… it _slipped your mind_?"

"I think we're all losing track of the important issue," snapped McCormack as he crossed his arms. "Your little friend here brought these killer things right to us. And you're saying we should trust her because they call her 'Mistress'?"

"Not just her, I reckon," murmured the Doctor as he slowly approached the four creatures. "In fact, I'm willing to bet… will you speak to me?"

For a long time the four creatures just watched him, heads flicking from side to side as if they were trying to weigh him up before the one nearest to him hissed. "_**Yess, Masster**_…"

"I thought so," he said, his eyes glinting as something deep within him clicked. He turned back to face the group of survivors, who were now looking at him as if he were insane. "Oh, come on!" he cried in exasperation, "Doesn't anyone know what's going on? Martha," he went on, focusing on his companion, "come on, surely you must know."

"Know what?" she asked, her expression blank.

"Know why the creatures are responding to the two of us but to no one else," he told her. "Come on, Martha Jones, use that brilliant mind of yours and _think_!"

"We're not a part of this starbase?" she hazarded slowly. "So maybe the creatures were only supposed to take out the crew, and don't recognise us as targets?"

"No, no, no," he shook his head rapidly, "Yates' ship was drifting through Space, Martha, it could've ended-up anywhere. This starbase just happened to be the first thing it came across. No, _think_ what I explained about these nanogenes, about the woman responsible for making them go out of control."

"The Rani?" she asked him, her mind racing to put the pieces together. It wasn't always easy, keeping up with his train of thought (or thoughts, as the case often proved – she had never seen someone able to process so many ideas, thoughts and theories at once. The Doctor was truly a baffling genius). "You said she was a Time Lord too…"

"Well, the proper term is Time Lady, but yes, you're getting there. Come _on_," he urged her, "what did I say she'd most likely done to them?"

"Made them go crazy so she could observe the results, but that they'd gone out of control so she had to escape."

"No, that was Yates' theory as to why the Rani ran off. But what if she left because her experiment was done? What if she had been completely safe all that time? Why would that be?"

"Because… because of the safety!" she exclaimed, finally catching on. "The safety you figured she must have programmed into the machines! She must have programmed them to recognise her Time Lady DNA and obey her… But," she added slowly, frowning as the other half of that theory came rushing back to her, "but you said such a safety would only work on Time Lords-slash-Ladies. So why are they obeying me? I'm only human."

"Oh, Martha Jones, you are so much more than 'only human'," he assured her with a wide grin, "you're a time-traveller!"

"So you're time-_travellers_, too?" McCormack repeated dubiously. "And the list goes on and on…"

"Oh, hush, Commander… but don't you see, Martha? It's not her Time Lady DNA she programmed the nanogenes to recognise, it was the fact that she was a time-traveller – far quicker and less dangerous, as she wouldn't have to risk having them sample her flesh. Everyone that travels in a TARDIS picks up background radiation from huon energy – it's completely harmless," he assured her as he caught her horrified expression, "it's just a natural result of being within the TARDIS as it's zipping through the vortex, and it's easy to gather for the purpose of registering with nano-scanners. _That's_ how she got them to obey her, and _that's_ why they'll listen to us and no one else. We're special," he added with an even larger grin that threatened to split his head in two, "isn't that brilliant?"

"If you say so," she sighed, a small smile of her own forcing itself unwillingly across her face. "So they won't attack because I told them not to?"

"It would seem that way."

"Then we could just ask them to provide a sample?" she guessed, and was greeted with a surprised look from the Doctor. It seemed that this was one theory that had yet to make it into his mind.

"Oh, Martha, that _is_ brilliant!" he crowed, clapping his hands. "Absolutely, undoubtedly one-hundred percent brilliant! So," he snapped, turning back to address the gathered creatures, "which of you fine boys wishes to be the one, hmm? It'll be quite painless, I assure you." He turned back to give Professor Light a curious glance. "It _is_ painless, isn't it?"

"These… _things_ have killed almost every living person onboard this station!" roared McCormack in disbelief, "And you're worried about hurting _them_? I say damn their feelings!"

"These 'things', Commander, were people!" snapped the Doctor, rounding on the man with a sudden rage. "People that have _died_ and not been allowed to rest, their bodies ravaged by the machines of a madwoman. They've been forced to revert to savage beasts on her whim, their bodies decomposing forever, and they may very well have been driven insane. It's the nanogenes that are responsible for these atrocities, not the humans she infected them with – they're just as much a victim as this as everyone that's died on this base. So, yes, Commander, I'd rather they didn't have to suffer anymore! Do you have a problem with that?"

The Commander had paled under the Doctor's tirade, and was about to speak out when his common sense got the better of him. "No, Sir," he said quietly, backing down. "Sorry, Doctor…"

"Yes, see that you are," grunted the Doctor, turning back to the creatures. "Sorry for that," he said, reigning in his anger, "believe me when I say he doesn't speak for all of us. I want to help you, I really do. But to do that I need a sample of your tissue, hopefully with the nanogenes residing inside it."

The creature paused to consider this. "_**You want…a part of usss?**_" it asked finally, blood dripping from its cracked lips. "_**For what… purpossse?**_"

"To shut you down," the Doctor answered simply. "Come on, you're inside that man's brain, you must hear whatever's left of him screaming out in pain. You're an abomination of science, an experiment gone awry. You're… well, you're _wrong_. I'm so sorry, but you're wrong, and you can't keep doing this. You have to be shut down, you have to let these bodies go, let them die."

"_**But we… will die alssso**_," it pointed out in ragged breaths.

"Yes, I'm afraid so," the Doctor nodded solemnly. "I'm sorry, I'm so sorry, but you were never meant to go this far. You have to be stopped."

"_**Sso you want… usss to let you…end usss?**_"

"Yes," he answered simply, "I'm sorry, but this has to be done."

The creature looked at him with a piercing gaze, its head slowly cocking to the side. The Doctor stared bravely back, hoping the machines within it could understand the truth in his words. Finally, it spoke up again.

"_**We… refussse.**_"

**End of Chapter Nine**


	10. Chapter Ten

**Chapter Ten**

As if on that cue the four creatures leapt into the laboratory, the Commander and his soldiers snapping into action quickly after, tackling them to the ground. The zombies howled and clawed at the brave men as the Doctor grabbed Martha under one arm and pulled her back.

"We can't just leave them there!" she cried. "We have to help them!"

"And we will," he promised her firmly. "Commander! I need a sample!"

"I'll try my best," McCormack barked as he landed punch against the ribs of his fetid assailant, "but you'll forgive me if I don't try and save my own life first!"

"Oh, whatever," sighed the Time Lord, "it really doesn't matter what you do – rip an ear off or something!"

"Do you want to jump in here and help out?" growled the Commander, craning his head away from the creature's snapping jaws.

"Not particularly…"

"Then shut up and let me do my job!" the old soldier landed another firm blow to the creature's lower jaw. With a sickeningly loud crunch it was torn clean off in a spatter of saliva and blood as it was sent flying across the room in an arc of loose teeth. "Will that do?" growled McCormack sarcastically.

"_Perfecto_!" cheered the Doctor, darting across the room after it, sidestepping a wild swipe from one of the floored creatures. He bent down and swiped it up in one fluid motion, flicking out his sonic screwdriver to give it a quick scan.

"That _is_ a Stick-O-Matic!" gasped Kenshiro, his voice drowned out by the roars of the attacking zombies.

The Doctor snapped the tip of the sonic up to gaze at it intently, as if reading its results somehow. Whatever he'd read in its piercing blue light, it brought a bright smile to his face. "Ah-ha! Yes, this is perfect! Practically _teeming_ with nanos! This'll do nicely… Solomon! Is Bluefire ready?"

"It's as ready as can be without a sample, Doctor!" answered the Professor, "However, the assimilation process can take anywhere from ten seconds to five minutes, depending on the complexity of the technology it's processing. It's impossible to say how long that… _jaw_ will take to go through the system!"

"Oh, you could've just said 'not yet'," growled the Doctor as he sidled up beside the Professor. "Is that what I'm like when I get talking?" he asked, turning aside to Martha.

"And then some," she assured him.

"Huh," he shrugged with surprise and turned back to hand the Professor the rotting jaw. "Work your magic, Solly!"

"I'll do what I must," growled the Professor as he crouched down beside the EMB machine, "but I really must insist you refrain from calling me 'Solly'…"

"Okay, yes, sorry – just do it now!"

"Alright, alright," snarled Solomon as his hands danced over the device's controls. A compartment resembling a disc-tray with wires and diodes hissed open. He placed the jaw on it and stuck a diode in each end. The state of the jaw's decomposition made it easy to stab right through the flesh, and within minutes the machine was humming. "Oh, dear," murmured the Professor as he read a nearby display. "Oh, dear me that's not good."

"What?" asked the Doctor, "what's not good?"

"Well, it's just… I don't know what this Rani character did to these nanogenes, but they're far beyond anything I've seen before."

"Yeah, and?" urged Martha as the sea of roars and howls continued to swell behind them.

"And, well, that means the Bluefire device is also having trouble getting to terms with it," he explained as beads of sweat began to form on his brow. "It's saying that the estimated time for complete sample assimilation is, well… thirty minutes."

"Thirty minutes?" exclaimed the Doctor, "But you said the maximum time was five minutes! Five! And suddenly we're up to thirty? That's a little bit of an overshoot, Professor."

"Yes, well, like I said the device hasn't seen anything this advanced before – _I've_ never seen anything this advanced before."

"We don't have thirty minutes, Doctor!" roared the Commander from the midst of the frantic skirmish. "My men are tiring already, we won't last another _three_ minutes!"

"And you won't have to," growled the Doctor adamantly as he retrieved his sonic screwdriver, switching it on and aiming it at the Bluefire device. "Not if I can help it!"

The Professor jumped back with a cry of alarm as the EMB device spat sparks and rocked even more violently than usual. Blinking in disbelief, he stared at the machine's display again. "I don't believe it," he gasped with a nervous laugh. "The assimilation countdown… it's decreasing faster than before!"

"How much faster?" muttered the Doctor, holding the sonic in place.

"At this current pace?" replied the Professor, pausing to perform a quick mental calculation. He sighed, "Not fast enough, I'm afraid; we're still looking at an estimated fifteen minutes. Can you make it go faster?"

"I'm trying!" cried the Doctor, "But I've already maxed-out the sonic, I can't give it any more power. There's nothing more I can do!"

"Maybe I can help?" Kenshiro stepped up beside him, fishing in his jean pocket. Seconds later he retrieved his Stick-O-Matic and held it out before the Doctor. "Will this do the trick?"

The Doctor's aim faltered as he caught sight of the Stick-O-Matic, causing him to do a double-take. "Another sonic screwdriver," he gasped, brow furrowing. "Where…?"

"Does it matter?" asked Kenshiro, shaking his sonic. "Will… it… work?"

The Doctor's mouth flapped open and shut several times as his mind raced to consider this question. "Y-yes," he nodded finally, "if we boosted the power of both sonics to maximum, it should double the speed and accelerate the assimilation process by seven-hundred percent!"

"That's… _good_, isn't it?"

"It'll take less than ten seconds, Kenny," he assured the boy. He took the sonic from his hands and fiddled with the controls. After a second he handed it back to Kenshiro. "There you go," he added, "just hold it at the same spot I am and hope for the best!"

"Okay, then…"

The two of them stood there, sonics held out before them in both hands, the combined glow bathing the EMB device with a blue glow as the shrill whistling pierced the air.

"Doctor!" roared the Commander as he kicked a creature off of him and scrabbled to his feet. "Any second now would be perfect!"

"I'm working on it, McCormack, shut up!"

"It's ready!" cried Professor Light shortly after. "I don't believe it, but it's ready! Firing –"

"Wait!" the Doctor fiddled with the controls of his sonic screwdriver for a second before aiming it at the EMB device once more. A short, high-pitched whine later he switched it off and placed it back in his suit's pocket. "Okay, go!"

Without needing further encouragement, the Professor slammed his hand down on the largest button on the device. The bands around the three rods at the end began pulsating rapidly as an ear-splitting whine filled the room. Just as everyone gathered moved their hands to their ears the whining ended in a stomach-churning _thoom_ as a faint yellow wall of light pulsed out from the device in a rapidly expanding circle.

When the wall of light hit the creatures the effect was almost instantaneous; they jerked spasmodically for several seconds, let out a ragged sigh and collapsed to the ground in a lifeless heap, the soldiers and McCormack gasping for breath as they struggled to their feet.

"What… what _was_ that?" gasped Professor Solomon as he bent down to observe the now smoking EMB device with a look of sheer disbelief. "That light, the energy blast… Bluefire wasn't supposed to do that!"

"Nope," grinned the Doctor proudly, "that was me; I figured that the four subjects here weren't the only ones on the station, so I bypassed the beam's directional flow matrix to revert it to a pulse once again. You should find that every subject on the station is now lifeless and inert. And go on," he added with a sly smile, "you can say it."

"You, Sir, _are_ a genius," Solomon admitted with a look bordering on hero worship.

The Doctor stuck his hands in his trouser pockets, rocking on his heels as he basked in the adoration. "_Yeeaah_," he grinned, "I know… but I couldn't have done it without the help of young Kenny here." He turned to look at the boy once again, curiosity lighting up his face. "You really were brilliant back there," he said honestly, "jumping into the fray to save us all in the nick of time. Couldn't have done it better myself… but how _did_ you do it?"

Kenshiro looked at the Stick-O-Matic in his hands with a sense of bemusement. "You mean this?" he asked, holding it up for the Doctor to stare intently at. "I've had it for ages. My Dad gave it to me before he disappeared. I call it my Stick-O-Matic, but you said it was a…?"

"It's a sonic screwdriver," the Doctor informed him with a dark scowl. "A piece of Time Lord technology, which begs the question: _how_ did your father get a hold of one…?"

"I dunno," Kenshiro shrugged, "I just remember he came into my room one night, said he'd have to go away for a while, and that I was to look after this for him. That was the last time I saw him, and that was six years ago."

"I'm so sorry, I didn't mean to…"

"Can you help me find him?" the boy's sudden answer came as a complete shock that knocked the wind out of the Doctor's sails.

"I, uh…"

"Doctor!" roared the Commander, bounding over to clap him on the shoulder. "You did it! I'll be honest, I had my doubts, but you really did it!"

"Yes, well," the Doctor paused, wanting to brush the man off to return to Kenshiro, but the boy had already backed away, a look of shame and embarrassment written on his face. "I promised, Commander. I'm just sorry I couldn't get here sooner."

"Oh, don't mention it," laughed the Commander, and was once again taken aback when the Doctor rounded angrily on him.

"Don't _mention_ it?" he hissed, seething. "The entire crew of Professor Yates' ship have just died – _twice_ – along with the majority of this starbase, a starbase under _your_ protection, unless I'm very much mistaken. And you have the nerve to tell me not to mind?"

"I'm sorry, I-I didn't mean…"

"I don't care what you meant," growled the Doctor as he looked over at Martha. "My companion and I would very much like to leave now, if that's alright with you? Or are we still your prisoners?"

"No… of course not," the Commander mumbled, "but you'll be lucky if you can get past the Hub's quarantines. I swear the thing has a damned mind of its own sometimes."

The Doctor, who had already been moving to leave, froze on the spot at this last statement, his eyes slowly growing wind as something terrible clicked in his head. "_A mind of its own_…!" he gasped.

"What? Oh, yeah," grunted McCormack, "bloody thing takes liberties, if you ask me."

"_A mind of its –_ oh, but I'm so thick!" cried the Doctor, smacking his forehead with his palm. "The signs were all there, the clues were obvious, but of course my mind was to preoccupied to notice… arrgh, but I should have! Why else would it be like that? Stupid, stupid, _stupid_!"

"Doctor?" asked Martha hesitantly. "What's wrong?"

"You'll see, Martha – McCormack!" he snapped, "Take me to the Hub."

"What?" exclaimed the Commander. "You can't be serious; it's strictly prohibited. Even I've never been in there."

"Oh, and I bet you've never asked yourself why, either" sighed the Doctor softly.

"Well… no," admitted McCormack.

The Doctor looked him square in the eye, "I'm going to show you. Right now."

**End of Chapter Ten**


	11. Chapter Eleven NEW!

**Heya everybody! It's finally time to end this nightmarish epic! So I present to you the eleventh chapter and the long-awaited Epilogue, both of which reveal terrible secrets, some known or suspected, others (hopefully) totally unexpected!**

**I do have one question, though... the last 2 chapters recieved just ONE review; does this mean what I fear, and that everyone has grown bored of my DW series (is it all 11 now?)? Or was I not the only one who had FF turn off email alerts? Because I have still so many more stories to tell, but wouldn't want to feel like they're wasting time and space if no one wants to read them - I write them for all of YOU, the fans. So tell me what you want, lol!**

**So without further ado, I present... The End to the Zombie Nightmare!**

**Chapter Eleven**

HUB AI Core – Access Strictly Prohibited

Only Authorised Vomisa™ Engineers Beyond This Point

"Here we are," grunted the Commander as he, the Doctor and Martha stopped outside the whitewashed door. "Never been able to get in even if I wanted to. What makes you think you'll have better luck?"

"Oh, Samuel," sighed the Doctor with a wry smile as he fished out his sonic screwdriver to shake it before the man's face. "Haven't you learnt anything about me yet? I can do anything."

The sonic emitted a sharp squeal as it was aimed at the door, which clicked and clanged moments later before hissing slowly open with a cloud of dust and stale air as it escaped the room beyond. It was small and chilled, a circle of eight server-like towers surrounding a steel cylinder in the centre.

"Huh," grunted the Commander. "This is it? This is the all-powerful and secret Hub? Looks just like every other mainframe I've ever seen."

"Oh, McCormack," sighed the Doctor wistfully, "I'm afraid you couldn't be more wrong. Look at the centre of the room."

The Commander did as he was bid, his frown reflected in the surface of the steel cylinder. "Yeah? It's the central pillar or something," he muttered. "So what?"

"It's so much more, I'm afraid. Do you want to see what it really is?" he asked grimly.

"I-I guess…?"

Martha wasn't so sure she wanted to know, but by then it was already too late. The screwdriver was already out and pointed at the cylinder, its blue tip reflected on its dust-filmed surface as the sonic whirred into life. There was a faint click as the cylinder began to rise with a rumbling noise to reveal another cylinder underneath, this one made of glass and filled with a bubbling green liquid. Something inside her head clicked before it had gotten more than a few centimetres up, and she tensed, not wanting to be proven right. But she was out of luck.

"Oh, my god," gasped McCormack, visibly blanching as the glass tube's contents came into view. "I don't believe it…"

What he saw was something Martha would remember for the rest of her life; a swollen grey human brain was suspended within the liquid by a network of diodes and spiked metallic arms which ended in cables she guessed ran up into the eight surrounding servers.

"Commander McCormack, meet the Hub," said the Doctor softly. "Hub, meet the Commander."

"Greetings, Commander," replied the Hub flatly, "I must inform you that you are in direct violation of Vomisa rules and –"

"Shut up, Hub," snapped McCormack. "You're a brain."

"Indeed," confirmed the Hub, its droning voice echoing from multiple speakers.

"A _brain_."

"Indeed."

"But…but…" blinking, the Commander turned to face the Time Lord. "It's a _brain_, Doctor."

"Of course it is, McCormack," growled the Doctor, "what else did you expect? You must have suspected this on some level. You said so yourself you felt like the computer had a mind of its own, and you were right. There it is."

"But… but that's not an Artificial Intelligence!"

"Not even remotely," the Doctor grimaced. "But you never asked what the AI stood for, did you? The Hub is an _Authentic_ Intelligence."

"It's a brain. A human _brain_."

"Very astute, isn't he?" Martha murmured wryly before turning aside to the Doctor. "Doctor?" she asked, "What are you going to do about this?"

"Do, Martha?" he repeated, obviously surprised by the question. "Why would I want to _do_ anything? It's the future, remember; for all we know whosever brain that is, they donated it just like you would donate your heart or kidneys. They just get to keep using it is all. Not much I _can_ do, anyway; the station is being decommissioned soon enough. The Hub's days are numbered. Still," he mused softly, "I think that answers the elusive question as to why the Vomisa company shut down: too much ethical controversy I should reckon."

"So we're just going to _leave_ it like that?" she asked incredulously as he made to leave the room. "Is that right? I mean, you just risked your life to give all those test subjects peace. Doesn't the Hub deserve the same mercy?"

"I assure you there's no need for such drastic measures, Mistress Jones," said the Hub calmly. "Your friend is quite correct in his assumptions; when I was alive I was a genius with an IQ of 235 and I continuously craved the consumption of information. Donating my brain to the Hub-program was the next logical step; my intelligence increases endlessly as new data is discovered and processed every day. However, he is wrong in his calculation that I am to be decommissioned along with the starbase; I've already received transmissions for UEF headquarters that I am to be installed there at the earliest possible time. Meanwhile, I'm perfectly happy here, Ma'am."

"There, you see?" cried the Doctor cheerfully, hooking his arm under hers. "It's perfectly happy and not tortured in the slightest like the Rani's subjects were. Speaking of which, I'd very much like to begin my search for her, so Hub?"

"Yes, Doctor?"

"If you wouldn't mind, I'd very much appreciate it if you could remove the quarantine from the engineering level containing my TARDIS so my friend and I can leave."

"Of course, Doctor," replied the Hub evenly. "It's done. Farewell, and my apologies for any unpleasantness you may have experienced whilst onboard the _Schrödinger_..."

"Oh, that's a laugh," snorted Martha as she followed the Doctor out of the Hub core room. "So," she added as they proceeded down the corridor, "is that it, then? Can we finally get off this starbase?"

"Not just yet, Martha," he told her.

"Oh? But you heard the Hub, it said we were free to leave. What's keeping us here now?"

The Doctor turned on his heel to fix her with a soft smile. "A boy who misses his father," he answered simply.

They arrived at the Utada residence several minutes later by way of the Hub's patient guidance to see the door wide open. But before they had a chance to dash in to make sure everyone was okay they were met at the door by Kenshiro himself. Looking over his shoulder they could make out his mother crouched down beside a little girl no older than six. Both were sobbing happily.

"You missed the big reunion," Kenshiro said with a tight smile. "My little sister totally freaked-out when we both stepped through the door. Luckily Hub had managed to lock-down all routes to our home, so she didn't even know those things were on the base. Guess that's one horror she doesn't have to live with…"

"Yeah, I guess you're right. Of course, it also means she'll never know she owes her big brother for saving her life," the Doctor reminded him with a warm smile of his own. "That's got to suck."

"You have _no_ idea," laughed Kenshiro. "Mum's already forbidden me to mention anything about what happened. She really coddles Sheri sometimes…"

"And you really miss that kind of attention, don't you?" the Doctor asked softly, catching the subtle nuances of the boy's complaints. "The kind of attention your father used to give you, I mean."

The boy's hands buried themselves deep in his pockets as he stared at the floor, his face flushing a deep shade of red. "Yeah, I guess… but he's gone and I'm still here. So now I have to be Sheri's big brother _and_ her father figure."

"What if you just had to be her big brother again?" the Doctor asked.

"What do you mean?" asked the boy.

"Yes, Doctor, what are you going on about?" asked Martha a second before she figured it out. "Oh, no," she added, "you can't be thinking what I think you're thinking. It's mad, even for you."

"Martha, think about it; the TARDIS brought us here for a reason, didn't it? Something special called it here."

"Yeah," conceded Martha slowly, trying to keep up, "but that was just because she detected the Rani's presence, wasn't it? Wasn't it…?" she repeated when she saw him shaking his head.

"Nah, if that were just the case why wouldn't she have landed us back on the scientific research vessel to stop her from completing her work in the first place?" he pointed out, crossing his arms as he gazed at Kenshiro.

"The TARDIS could've done that?" asked Martha incredulously. "Why didn't it? It just _let_ all those people die?"

The Doctor frowned. "Now, Martha, don't blame the TARDIS – remember, I still can't sense the Rani's presence, so who's to say the TARDIS isn't also blinded? I'm guessing the Rani must have some kind of shielding, so that we couldn't have gotten here any sooner, that the TARDIS didn't even know the experiments had taken place until it was too late, by which time the ship was already overrun with those creatures. So she landed us in the next best place: right here. But you're getting distracted, Martha; experiments like these go awry all the time, throughout all of history, and we've already determined that the Rani successfully hid her involvement."

Martha remained silent as she tried to process all this information. Eventually just caved in. "So?" she asked with a defeated shrug.

"So what got the TARDIS' attention? Why this experiment gone wrong over all the others throughout time and space?" the Doctor asked with a patient smile. When Martha simply sighed to signify that he should finish without her, he went on. "Simple: you're looking right at him, Martha. _Kenshiro_ brought us here."

"He did?"

"I _did_?" he repeated, blinking in disbelief. "What? How? I didn't even know you guys or your ship existed until a few hours ago. How could I have summoned you two if I didn't know about you?"

"Your Stick-O-Matic," replied the Doctor simply. "The TARDIS must have detected your sonic screwdriver as a curious anomaly in time and pulled us here to investigate. I'm not even sure if she knew about the creatures at that point…"

"So," the boy began slowly, trying to wrap his head around the situation, "you're saying that if I'd never used my Stick-O-Matic – my sonic screwdriver… that you never would've come?"

"And no one would have made it out of your mother's laboratory alive," said the Doctor bluntly, his face quickly softening. "So if you look at it that way, you've saved everybody's lives _twice_ in one day. I'm impressed, Kenshiro Utada."

"Please," the young boy blushed, "call me Kenny."

"Will do," the Doctor grinned warmly. "So! Kenny Utada! How do you fancy coming with us? We can help you find your father."

"I _knew_ that's what you were thinking!" hissed Martha, punching him hard on the shoulder. "Are you nuts? You can't take him! It's one thing asking someone who's grown-up if they want to join you, they can make their own decisions. But you're talking about taking a _kid_ from his mother only minutes after they've been in a life-or-death situation! Sometimes I wonder about you," she sighed.

"I am _not_ a kid," growled Kenny fiercely, "and I _can_ make my own mind up, thank you. And I _do_ want to find my father. So the answer is yes, Doctor – I'll come with you."

"_**Like hell you will**_**!**" bellowed his mother, who had appeared behind him, seemingly out of thin air.

"Ah," the Doctor took a deep breath, giving Martha a sideways glance. "I think I can see where you may have been right, Martha. Totally forgot the decision wasn't up to him, I don't know what I was thinking; I imagine my mind was racing ahead about the range of possibilities regarding his sonic screwdriver. I've," he paused as he caught sight of Doctor Utada's baleful glare, "I've made a real pig's ear out of this, haven't I?"

"Only ever so slightly," muttered Martha.

"What the _hell_ were you thinking, Doctor?" snapped Ruri, stepping out to stand between her son and the Time Lord. "Did you _really_ intend to take my son from me, after all we've been through? Are you even human? Have you no heart?"

"Well, to answer in order; no, and yes, two in fact, _and you were speaking figuratively and I'm not helping my case, am I?_"

"Not even slightly," snorted Martha, revelling in his discomfort. _Serves him right, the idiot_.

"Mum!" hissed Kenny as he struggled to get around his mother. "It's okay, seriously! I know you miss Dad too. I hear you crying some nights…"

"Be quiet, Kenny," growled Ruri, her eyes glistening as he glowered at the Doctor. "This has nothing to do with my feelings for your father. This is about a strange man who just offered to take you with him in his ship, a man neither of us really know and who readily admits his life is dangerous all the time. Isn't that right, Doctor?" she added firmly, "That's what you said, isn't it?"

"Well, that's not _exactly_ what I said?"

"Oh?" Ruri crossed her arms, "So it wasn't you who said that you sometimes forget how dangerous your life can be, and how it's your fault you always drag those you care about into that very same danger?"

"…Okay, so that _is_ exactly what I said," he conceded quietly, "but if your memory's that good you'll also remember I promised to keep everybody safe. I did that, Doctor Utada; without my input and help, where do you think you'd be?"

Ruri's face was a mix of emotions as she mulled this over before grudgingly replying. "We'd probably be dead," she admitted.

"Probably," he nodded, "but you're not because I kept my promises. And I wouldn't have even been able to come here in time had it not been for your son's sonic screwdriver grabbing my ship's attention. Now, I could spend the better part of a century explaining the intricacies of a TARDIS, and frankly I'm the only one who'd be alive afterwards. So I'll just suffice to say that the TARDIS is intelligent, and nothing slips by her.

"Likewise," he added, "nothing gets her attention unless it's very important, and I'm willing to bet there's more to her bringing Martha and myself here than to just help you here and now. I believe it realised something when it detected Kenny's sonic screwdriver, and I'd very much like to find out what that something is. In return, I'm more than willing to help your son find his father. The two are probably connected anyway; we'd be helping each other."

"Mum, I want to go," Kenny pulled his mother around to face him as he stood on tiptoe to try and look her in the eye, to which she just laughed softly and knelt beside him. "I want to go and find Dad, Mum, I really do – not just for me, but for you and Sheri. She doesn't even remember Dad. Don't you think it's time she got to know him?"

"Oh, Kenny," she whispered, cupping the side of his face with one hand. For several moments they just stayed there, staring silently into each other's eyes, saying a lot more than words could ever achieve. Finally it seemed she'd come to the conclusion that her son was resolute, and she rose slowly to her feet once more to fix the Doctor with a firm gaze. "Can you protect him, Doctor?" she asked him flatly. "Can you promise me that? _Promise_ me, Doctor, or I can never let him go with you."

"I promise," he answered solemnly, "I'll protect him with my very life. And I also promise to try and keep him out of serious trouble."

"Good luck with that," laughed Martha softly. "You know you're a magnet for the stuff."

"And you're not helping, Martha Jones," he chided her before turning back to the scientist. "But I do swear to keep him safe, Doctor Utada; I want to find his father, also, and I will do everything in my power to ensure he succeeds in his goal. There's not a lot that can stand in my way when I swear an oath, believe me on that."

"There you go, Mum," said Kenny with a brave smile, "he'll keep me safe. Besides, he has a time machine; he can bring me back to you in a second, you won't even know I'm gone. Right, Doctor?"

"That's the plan, yes," he nodded. "It doesn't matter how long this search takes us, I can bring him back to ten seconds after we leave."

"_In theory_."

"Again, Martha, really not helping with the whole 'trust' thing."

"You promise to bring him back ten seconds from now?" asked Ruri.

The Doctor nodded with a tight smile. "We can even synchronise watches if you want," he assured her, then paused to reconsider, "though you may have to lend me one, on account of how I don't think I have one."

"You're a…" she began.

"Yes, yes, I know – time traveller without a watch," he muttered, desperate to skirt around the subject, "but you'll find I have a perfectly attuned internal clock – the best in the Universe, I dare say. What I'm trying to say is, yes. He'll be back before you know it. Scout's honour. And I should know, I was in the scouts. Granted, it was the Aflorian Scouts, but they're still scouts…"

Ruri turned back to her son. "Are you sure you could put up with his prattling everyday?" she asked with a wry smile.

Kenny looked up at her with widening eyes. "You… you really mean…?"

She ruffled his raven-black hair. "I mean you better go and pack a suitcase," she told him softly. "Because you're right: you're father has been away for far too long. Hurry along now." After Kenny had rushed off to oblige with an ecstatic hoot, she turned back to address the Doctor once again, all good humour vanishing. "If anything happens to my boy, Doctor," he growled warningly.

"I know, I know, a mother's wrath," he assured her. He gave Martha a wry smile. "Rose's mother was exactly the same…"

"I mean it, Doctor," Ruri went on. "If I find you've broken your promise and something has happened to my son, I will hunt you down myself. I don't care if you're a time and space traveller – I will rip the very fabric of reality to shreds until you have nowhere left to hide."

"O-okay," he whispered, "I'll admit, _that's_ a new level of protectiveness."

"Then we have an understanding?"

"Absolutely," he assured just as Kenny rushed back, bulging backpack dragging along the floor at his side. "Well, Kenny!" he cried, clapping his hands. "Ready to begin your next big adventure?"

"Like you wouldn't believe," Kenny nodded furiously. "I've already said goodbye to Sheri – told her I was just popping out to get some snacks. She needn't know the truth if I'll be back so soon in her time. Mum," he added, dropping the bag to throw his arms around her waist. "I'll be back soon, okay? I promise. So try not to blow up the base before then. I wouldn't want to miss that."

"Don't be silly," she sighed, struggling not to burst into tears as he hugged her tightly, "you know the state the base is in; it's not going to remain active much longer, we'll all be transferred off here by the end of the week. So hurry up and bring back your father so we can start a new life together somewhere that isn't nowhere, okay?"

"Okay, Mum," he grinned, hugging her even tighter. Eventually he pulled himself away and picked up his backpack before turning to address the Doctor and Martha. "So, guys… are we off?"

"Yes, Doctor," added Martha wryly, "can we _finally_ get off this base?"

"Oh, okay then," he said, feigning reluctance. "Come along children."

"_**Oi**_**!**" cried both Kenny and Martha in unison.

The Hub had taken the measure to cool the base's engines in preparation for the Doctor's return to the TARDIS, the engineering level it was parked in relatively cooler than it had been when they had first landed on the _Schrödinger_. In fact when the Doctor first patted it upon seeing it again he commented on how you could never tell she'd just spent the last couple of hours in a blast furnace.

"Roasting heat and look at her," he sighed proudly. "Not even a scorch-mark."

"This is your TARDIS?" asked Kenny in disbelief as he gave it a quick once over. "But it's just a box. A really _tiny_ box. And it says 'Police'. Why would it say 'Police' if you're a doctor?"

"I'm _the_ Doctor," reiterated the Doctor with a wry smile, "and, besides, the police need doctors, too. And hasn't your mother taught you anything about judging books by their covers?"

"Yeah," replied Kenny, "she says you can tell if the publishers think its any good by seeing how much effort they put into making it look presentable."

"She's a smart one, your mum," laughed Martha.

"Indeed," sighed the Doctor, "but, no, Kenny, I meant 'Don't judge a book by it's cover' – something it sounds like Doctor Utada could do with a lesson in," he added furtively. "Anyway! Do you want to go inside?"

"But… it's tiny," Kenny repeated as if he were mad. "Like, really-snug tiny. I'm not so sure I'm up for a game of Sardines."

"Ah-ah-ah, no judging," the Doctor reminded him as he unlocked the door with a key hung around his neck. He threw the door wide open, the TARDIS' low humming immediately filling the air. "After you," he added with a sly grin.

Kenny hesitated as he struggling to see past the ship's low-level lighting. "Well, okay…"

The Doctor and Martha hung back as he took one step inside the TARDIS, quickly followed by the other. Looking to one another, they silently counted to three before he piped up again.

"No… freaking… _way_!"

"Oh, Martha," sighed the Doctor happily, "this is going to be one adventure he'll never forget."

**End of Chapter Eleven**

**Author's Note**: And there you have it, folks! After a painfully long hiatus, the second episode in my _Who_ fanfic season is almost over! Hopefully it was worth the wait.

There will follow a short epilogue featuring a certain someone working with a group you wouldn't expect… or are they working for _her_? You'll just have to find out.

So why, then, am I adding this note now instead of after the epilogue? Simple: I have a choice to offer you!

The next story – and yes, the season will continue! – is going to be a two-parter called 'The Gamerian Invasion'. My question is; would you, the readers, rather read it _in_ two parts/story-entries, or as one long, 20+ chapter story? The choice is yours…

Until next time!

Dave


	12. Epilogue NEW!

**Epilogue**

London, 2012

The sensation came over the Rani without warning, the vaguely-familiar connected her people shared. It washing over her in the middle of her meeting with General Harry Sark and leaving her as quickly as it had come. But its meaning was clear; her shielding was breaking, and the Gallifrey project had been thwarted by _him_ of all people. She had no idea how or why he'd been drawn to the experiment, but it was unmistakably his doing; she could sense his pride as it teetered on the verge of smugness, and it filled her with disgust.

"Took you long enough," she murmured, licking her full red lips with anticipation. "Oh, but I've been such a _bad_ girl all this time, and you never even knew I existed. But now you do, and the real fun begins…"

General Sark looked up from his desk, scowling at the attractive young woman muttering away before him. "I'm sorry, Ma'am," he said, patience slowly wearing thin, "but who are you talking to? Need I remind you that this is a confidential meeting, and if you are communicating with an outside party then you are in severe violation of UNIT rules."

"Oh, lighten up Sarky," she purred, and instantly he was back under her thumb, his head hanging as he blushed deeply. She looked over him at her reflection in his office's window, and revelled once more at what she saw; she absolutely _adored_ this body, and had been so careful not to bring any harm to it. It had power all of its very own.

Externally, she looked no older than late-twenties, her piercing emerald eyes the only sign that the body contained a soul centuries older. Her face was without blemish, and, aesthetically, was what these primates would classify as 'drop-dead-gorgeous', but which to her was just another weapon in her arsenal; she only had to flutter her eyelashes at any random passer-by and they were her willing slave forever (she hardly ever had to resort to her old mind-control techniques anymore – not that they weren't still _fun_). Lustrous jet-black hair fell across her shoulders and over her pefect curves, only helping to add to her arsenal. Her recent regeneration had been so kind to her, and she would be eternally grateful for the power she now possessed. After all, what man on Earth could resist a ravishing beauty _and_ brains? She was willing to bet even the infamous Doctor would be hard-pressed to refuse her in _this_ body. Oh, yes, this was _real_ power.

It was a long while before General Sark spoke up again, and when he did she didn't like what she had to say. "Project Lazarus is proceeding on schedule, Ma'am," he stated as he tapped away at his computer console.

"I'm afraid 'on schedule' is no longer acceptable, General," she sighed, resting her hands on his desk. She knew he could see, that he was looking; she _wanted_ him to look. It kept him obedient. "Already the enemy is nearing upon discovering our project. And you really don't want that to happen. So," she added with a deep sigh that she _knew_ strained her against the constraints of her low-cut crimson dress, "the schedule needs to be accelerated. Immediately."

"I'm… I'm sorry, Ma'am," he gasped, his face flushing a similar shade of crimson, "our tech-teams are working as fast as they possibly can backwards-engineering these… nanogenes? They're far beyond anything we're currently possible of."

"Benefits of time travel, darling," she drawled as she traced a black-varnished nail along his cheek. "Besides, I thought that's what your boys were best at, Sark? Backwards-engineering alien technology."

"You may be mistaking us for the old Torchwood, Ma'am," he replied duly, pulling his head away from her caress as he tugged at the wedding band on his left hand. He was trying so hard to remain faithful, she mused. That just made the game all the more delicious. "They were the ones who routinely gutted anything extraterrestrial for use within the British military. We rarely get the opportunity."

"Then get some of the Torchwood technicians in," she ordered, "speed things up! You haven't got much time, and I should know."

"Really, Ma'am?" he asked, a frown setting in. "Before today you kept assuring me the future involved Project Lazarus being a complete success and a key weapon in fighting off every alien invasion attempt for decades to come. And now we're in risk of failing?"

"Time can be rewritten," she snapped impatiently. "Especially by _him_," she added with a disdainful hiss.

"'Him', Ma'am? Who's 'him'?"

"No one you need worry about yet," she assured him. "Let _me_ worry about him for now – you just focus on getting those Torchwood scientists in to work on the project."

"Afraid that's out of the question," replied Sark sadly, "they were all lost in the Canary Wharf incident."

"Oh? Cybermen or Daleks?" she asked, her curiosity piqued.

The UNIT general paused to give her a long, hard look. "Does it matter?" he asked finally, "It was a tragedy. That's all there is to it. If the Doctor hadn't intervened…"

"Ah, yes," she growled, stroking her chin, "the precious _Doctor_."

"Oh? Do you know him, Ma'am?" he asked curiously, "What with you being a time-traveller and everything I'd imagine you must have at some point in time. Or is it times?"

"Can't say I've had the… _pleasure_," she lied. "But one does hear the many, many stories and legends."

"Yes, well… if it weren't for him the Canary Wharf incident could very well have been the end of the world."

"Oh, no," whispered the Rani as she turned the monitor of the general's console around to read the status reports on the second-generation of the Gallifrey project. "We couldn't have that… not _yet_."

**The End**

**Next Time:** The Earth stands on the brink of alien invasion (again). Only this time the enemy aren't attacking solely to conquer, they're playing a game amongst their species' four clans to earn the right to rule the others. And they're keeping score. But the Earth has a champion that they've called upon, and the Doctor is determined to win.

**S1E3: The Gamerian Invasion**

**A/N: There you have it, the horror is finally over! But the real troubles have only just begun for Martha and the Doctor... that is, if y'all still wanna read them...? Let me know in a review!**


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